Terms and Conditions

General Terms and Conditions of Greenships OÜ for Software as a Service.

1.Content and Materialization

1.1.Object

These General Terms and Conditions apply to the making available by Greenships OÜ, Harju maakond, Tallinn, Kesklinna linnaosa, Narva mnt 5, 10117, Estonia (“Greenships”) of software for use via internet (“Software as a Service”) and any services related thereto. The terms and conditions of the relevant offer (including any implementation plans related thereto, collectively “Quote”) apply additionally for the making available of the software products and services referred to therein. In case of a conflict between a provision of these General Terms and Conditions and a provision set forth in the Quote, the provision of the Quote shall prevail.

1.2.No deviating provisions

Deviating or additional provisions shall only apply if explicitly agreed upon in writing.

1.3.Future transactions

In case of an ongoing business relationship the following provisions shall also apply to future transactions of the parties.

1.4.Effective Date

The agreement comes into effect on the date of the customer’s countersignature of a Quote provided by Greenships (“Effective Date”).

1.5.Scope; two parts

These General Terms and Conditions cover two different things, and which part applies depends on what you use.

Sections 1 to 10 govern the Software described in section 2.1, which is made available against a Quote and a subscription. They apply between Greenships and the customer named in the Quote.

Section 11 governs the calculators published on Greenships’s website and the reports they produce, which are available to anyone without a subscription and without an account. Section 11 applies between Greenships and the person using them, and applies whether or not that person is also a subscription customer. Sections 1 to 10 do not apply to the calculators or to the reports, and using them creates no rights or obligations under a Quote.

Where section 11 provides differently from any other provision of these General Terms and Conditions, section 11 prevails for the calculators and the reports.

2.Services of Greenships

2.1.Right to use / modules

Subject to the availability stated in the Quote and the availability stated in section 2.2 below, Greenships makes available the software product described in the Quote, the Greenships Fleet Manager (GFM), (“Software”), for use via internet (“Service”). The functionalities of the Software are divided into modules. Unless provided otherwise in the Quote, ordering the basic module (“Cloud Organisation”) is necessary for use of the Service. Additional modules (“Add-on Modules”) may be ordered optionally. Greenships grants to customer a non-exclusive and non-transferable right to use the Software via browser and internet connection for the term of the Service. Such right of use is restricted to business use only. Greenships shall provide access to the Service at the IT-provider router’s exit. The customer is responsible for an internet connection between the customer and the IT provider, and the required hard- and software (e.g. PC, power supply, browser). The customer’s right to use the Service is limited to the number of booked units (e.g. number of vessels managed through the Service). The units are described in the Quote. Greenships does not render the Service to consumers but exclusively to business customers.

2.2.Availability

Unless provided otherwise in the Quote, Greenships provides availability of the booked Service at the network transfer point connecting to the internet at 99.0 % per calendar month. Should maintenance works require a temporary suspension of the Service, Greenships shall endeavour to inform the customer thereof in time.

2.3.Installation

Greenships shall perform the initial setup of the modules ordered by the customer and provide the customer with the relevant access data. The customer is responsible for the further setup of the Service (individual settings or import of data). Greenships is not obliged to make any amendments of the Service, especially a modification of the standard service to meet individual needs of the customer. Such amendments are subject to an additional agreement and fee. The Service will be made available to the customer for use through the domain www.greenships.net.

2.4.Support

Greenships shall provide free online support for technical issues related to the Service. This support excludes general training of customer staff, software configuration, data import, or software customization. Support will be provided via email. Greenships is not obligated to provide personal or phone support. Online support will be available on business days, Monday to Friday, from 9 a.m. to 4 p.m. EET, excluding Estonian public holidays and the 24th and 31st of December. Greenships commits to providing an initial response within 6 hours during these support hours.

2.5.Amendment of Service

Greenships may amend the Service (including its system requirements) due to technical or economical changes in the relevant markets or in case of other important reasons, including amendments due to (i) a necessary adaption to new legislation or jurisdiction, (ii) changed technical general conditions (such as new browser versions or technical standards, essential changes of the then used infrastructure and platform services, see below section 2.6), (iii) protection of the system’s security, or (iv) the further development of the Service (shutdown of old functions and appropriate replacement thereof by new functions). Greenships will notify the customer in due time via email of changes that may significantly affect customer’s interests (regularly 2 weeks before the change takes place). Customer acceptance of such changes is assumed unless the customer objects in writing or via email within two weeks as of the customer’s receipt of the notification of such changes. Greenships shall explicitly point out this legal consequence when notifying the customer of the changes. In case of the customer’s objection to the announced changes, both parties have the right to terminate the agreement within 2 weeks as of Greenships’s receipt of the customer’s notification, subject to a notice period of 2 weeks to the month’s end.

2.6.Sub-contractors

Greenships is entitled to engage qualified sub-contractors for the provision of the Service. The customer is aware of the fact and agrees that Greenships engages the following sub-contractors:

Greenships uses each provider’s services in accordance with that provider’s then-current general terms of use and security measures, as published by the provider. Where a sub-contractor is to be added or replaced, the notification and objection procedure in the agreement on commissioned data processing applies.

2.7.Storage; Other services

Subject to the availability set forth in Section 2.2 above, Greenships shall make available to the customer, for use through the internet, together with the Software, storage space as is required for customary use of the Software. Greenships has the option to choose among the providers listed in section 2.6 for the following services with respect to the Software and storage:

• Hosting services
• Worker services
• Database services
• File storage services

as well as other services which are required for the making available of the Software. If Greenships replaces a provider by another provider or provides these cloud services itself, Greenships will provide (through another subcontractor or itself) equivalent services. Subject to an agreement and additional fees, the customer may, upon the customer’s request, receive additional services.

3.Remuneration; Default

3.1.Fee structure

In consideration of the use of the Service during the term of this agreement, the customer owes the fees stated in the Quote. The fees (for each module) consist of a flat installation fee, a fixed monthly basic fee and / or a monthly user fee per user unit (ship), which has been booked and/or used by the customer. In addition, Greenships will, subject to a separate agreement, charge extra fees for additional services. The monthly basic fee includes fees for use of the Software, maintenance, the storage space as well as backups of the data and shall be charged regardless of the number of ships.

3.2.Adding modules or user units

The number of booked user units (ships) or additional modules (including a change to an upgraded service package) may be increased at any time. The customer shall notify Greenships of such increase in writing. Such increase shall become effective upon Greenships’s receipt of such notification and the making available of the additional Service.

3.3.Reduction of user units for cause

The customer may reduce the number of user units during the term of the agreement, if, and to the extent that, a ship (user unit) shall not be managed by the Software anymore, because a third party has acquired from the customer such ship. The same applies if, and to the extent that, a ship shall not be managed by the Software anymore, because a management agreement covering such ship has been terminated or has expired. The customer shall notify Greenships of such event in writing and, upon Greenships’s request, prove to Greenships that the requirements for a reduction of user units are met. The reduction shall become effective no earlier than on the first day of the following month which succeeds the month in which Greenships has received from the customer written notification and proof that the requirements for a reduction are met.

3.4.Unilateral increase of fees

Greenships may amend the fees for the Service in order to compensate for a rise in staff and general costs, but not before expiry of 12 months as of the Effective Date and only once every 12 months. Greenships shall inform the customer in writing about such change at least 6 weeks before such change comes into effect. If an increase in fees within one year exceeds 15 %, the customer has the right to terminate this agreement in writing upon 2 weeks notice to the date the increase comes into effect.

3.5.Payment Terms

The installation fee is due for payment at the Effective Date. The monthly basic fees and user fees are due for payment monthly in advance. These fees are for the first time due for payment on the first day of the Initial Term (as defined in section 9.1). If that day is not the first day of a calendar month, the fees shall be calculated pro rata temporis from such day until the end of the calendar month, and shall thereafter be due for payment on the first day of each consecutive month (e.g. if the first day of the Initial Term is 1 February, fees shall be due on 1 February, 1 March, 1 April, etc.). If during a month already charged the customer orders additional modules or user units in accordance with section 3.2, Greenships will invoice any under-charged amount separately. The customer may not reduce user units within a month already charged, and is not entitled to a respective reimbursement.

3.6.Electronic Invoices

Greenships delivers invoices to the customer electronically.

3.7.Payment term

Unless provided otherwise in the Quote, payment for other fees but installation fees, basic fees and user fees as set forth in section 3.5 above, shall be due within 14 days as of receipt of the invoice.

3.8.Net prices

All prices quoted by Greenships are exclusive of value-added tax. Value added tax (if any) shall be borne by the customer at the applicable statutory rate.

3.9.Obligation to pay

As a matter of clarification, irrespective of an allocation of certain payments to specific ships or respective ship management entities (if any), the customer shall remain fully liable for payment of any fees owed under this agreement.

3.10.Default of payment

If the customer is in default with (i) payment of monthly fees or a not only insignificant part thereof for two consecutive due dates, or (ii), for a period extending over two months, with an amount of at least twice the monthly fees, Greenships may, after having given a warning and granting a grace period via email of no avail, either suspend access to the Service or terminate the Service immediately. During the period of suspended Service the customer is not able to access the data stored as part of the Services. Greenships’s rights under this section do not affect Greenships’s right to terminate for good reason (Lepingust loobumine olulise põhjusel). In case of termination, section 9.2 applies. In case of default Greenships is entitled to charge statutory interest. Greenships explicitly reserves the right to claim further damages.

4.Customer obligations

4.1.Data backups

The customer is obliged to regularly export his own data and make security copies or print and retain the relevant data.

4.2.Tax relevant data

The customer is required to maintain all tax-relevant data in compliance with Estonian statutory law, particularly concerning commercial and tax regulations. The customer acknowledges that the Service may not fully meet the requirements outlined in Estonia’s guidelines for proper maintenance and storage of electronic books, records, and documents, as well as data access.

4.3.Lawful Use

The customer shall use the Service only in accordance with the agreement and the relevant statutory provisions. The customer shall in particular comply with data protection, competition and copyright laws. The customer shall not import damaged or illegal data or misuse the Service in any way.

4.4.System requirements and obligation to cooperate

Requirements regarding customer’s hard and software (system requirements) are specified on Greenships’s website at www.greenships.net/. The customer shall comply with all such system requirements. The parties may agree separately on other provisions by customer, as well as on other requirements and customer obligations to cooperate. The customer shall ensure that all billing data, including, without limitation, changes of address, bank account details and additions of more user units, are kept up to date.

4.5.Marketing

After successful implementation of the Software Greenships may use the customer logo on the website www.greenships.net, and issue a press release and additional publications upon agreement with the customer. These publications may include the name of the customer, an overview of the modules booked by the customer, the date of start of use and the size of the fleet.

5.Customer Data and Data Protection

5.1.Customer data

The data uploaded by the customer to the Service and the data generated by the customer thereby and attributable to customer (“Customer Data”) belong to the customer. Greenships shall keep customer data confidential.

5.2.Commissioned Data Processing

To the extent that Customer Data contain personal data the following applies: Greenships shall process Customer Data as a data processor on behalf of and according to the instructions given by the customer and exclusively for the provision of the Service and any other product or service owed to the customer under this agreement. The customer shall be responsible as a controller for the collection, processing and use of Customer Data with the relevant statutory provisions, in particular, if applicable, the General Data Protection Regulation (GDPR) and the Personal Data Protection Act (Isikuandmete kaitse seadus). More details are governed by a separate agreement on commissioned data processing as concluded by the parties. Personal data which Greenships processes as a controller in its own right — in particular account and login data, support correspondence, and invoicing and payment records — are described in the Privacy Policy published on Greenships’s website.

6.Remedy of defects

The customer shall report to Greenships any defect of the Service, or of any other product or service owed by Greenships to the customer hereunder, without undue delay (“Error Report”). The Error Report shall contain a detailed and comprehensible specification of type and circumstances of the defects. Greenships shall remedy the defects within a reasonable period. If the cause of the defect can only be remedied at disproportionate expenses and the usability of the Service is not significantly affected, Greenships is entitled to circumvent the defect by a work around solution.

7.Indemnification

7.1.Obligation to Indemnify

If third parties (including public administration) seek claims against Greenships based on allegations that the customer has violated contractual or legal duties (i.e. uploading illegal data, violating competition or other laws) the customer shall hold harmless Greenships from such claims and any costs incurred by Greenships on the grounds of the allegation of claims (including reasonable attorney fees), and reasonably support Greenships’s legal defence.

7.2.Requirement for the obligation to indemnify

The obligation to indemnify according to section 7.1. is subject to the condition that Greenships notifies the customer in writing of such claims, does not make any admission or offer to settle the claim without the customer’s consent and grants the customer sole conduct of the defense of any such claim in or out of court at customer’s expense.

8.Limitation of Liability

8.1.Exclusion of liability in certain cases

Greenships is liable for damages caused

• a) by gross negligence or intent, or
• b) by slight negligence and due to violation of a duty the performance of which is necessary to adequately perform the agreement, and in the performance of which the customer may trust.

In all other cases Greenships’s liability irrespectively of the legal basis is excluded except for cases of damages due to injury to life, body or health of a person, an explicit guarantee, malicious non-disclosure of defects, or claims under the Estonian Law of Obligations Act (“Võlaõigusseadus”). Guarantees by Greenships are only valid when given in writing and explicitly designated as such.

8.2.No liability without fault

Liability without fault for defects that already existed on the Effective Date (Law of Obligations Act (Võlaõigusseadus)) shall be excluded, unless such defect relates to an expressly guaranteed feature or specification, or Greenships has maliciously concealed the defect.

8.3.Limitation of amount

In situations outlined in section 8.1.b), and in cases of gross negligence by non-executive staff and agents of Greenships (excluding executive staff), Greenships’ liability is capped at the reasonably foreseeable damages typical for this type of agreement.

8.4.Employees and Representatives of Greenships

The limitations of liability set forth in sections 8.1 through 8.3 shall also apply to claims against employees and representatives of Greenships.

9.Duration and Termination

9.1.Duration

This agreement enters into effect on the date on which this agreement is signed by the parties, or if signed on separate days, the date of the last signature. Unless otherwise specified in the Quote or agreed upon otherwise, the following applies to the (billable) duration of the Service: The initial term of the Service is 12 months from the start date as set forth in the Quote (“Initial Term”) and shall automatically be extended for subsequent 12-month terms (“Extended Term(s)”), unless either party terminates the Service upon three months’ written notice prior to the end of the Initial Term or Extended Term. This does not affect the statutory right of termination for cause.

9.2.Data at termination of this agreement

After termination of the agreement the customer has no access to the Customer Data. Upon the customer’s request, Greenships shall provide to customer the Customer Data via CSV and/or equivalent file format within 72 hours. Greenships shall automatically delete all Customer Data completely and permanently 2 weeks after termination of the agreement or earlier upon customer’s request except to the extent that statutory laws require Greenships to retain certain Customer Data. Deviating provisions regarding the release of Customer Data (e.g. regarding time, format, documentation or migration) are subject to a separate agreement and fees. This section 9.2 also applies for data stored in a module in case of cancellation of individual modules. The above provisions of this section 9.2 shall not affect any agreements made by the parties on the deletion or return of personal data, in particular, without limitation, respective provisions in an agreement between the parties on commissioned data processing.

10.Miscellaneous

10.1.Applicable law

The agreement is subject to Estonian law, with the exception of any conflict of laws rules that might lead to the application of the laws of another jurisdiction. UN sales law (“CISG”) does not apply.

10.2.Place of jurisdiction

Harju Maakohus, Tallinn, Estonia, shall have sole jurisdiction over all legal disputes arising out of or in connection with the agreement. However, Greenships is entitled to initiate proceedings at any other statutory place of jurisdiction.

10.3.Assignment

Neither party may assign this agreement, in whole or in part, without the prior written consent of the other party; provided that either party may assign or transfer its rights and obligations under this agreement to an entity that acquires all or substantially all of its business or assets, whether by sale, merger, operation of law or otherwise. Any assignment in violation hereof shall be void ab initio and of no effect. Subject to the foregoing, the agreement is binding upon, inures to the benefit of, and is enforceable by the parties and their respective successors and assigns.

10.4.Amendment of General Terms and Conditions

Greenships may amend these General Terms and Conditions upon one month written notice (including notices via email) to the customer. The amendments shall be deemed having been approved by the customer, and apply as of their effective date proposed by Greenships, unless the customer has notified Greenships of its disapproval prior to their proposed date of entry into force. Greenships shall expressly draw the customer’s attention to such implied consent in its notice. In the event of the customer’s notice of disapproval, these General Terms and Conditions shall continue to apply as between Greenships and the customer without any changes.

10.5.Severability

Should parts of this agreement be invalid or become invalid in the future, the other provisions of the agreement will remain in full force. The invalid provision shall be replaced by a valid provision which, if taking account of the purpose of the agreement, comes commercially closest to what the parties would have reasonably agreed. The same applies in case of a contractual gap.

11.Website calculators and reports

11.1.What section 11 covers

This section governs the calculators that Greenships publishes on its website, the reports those calculators produce, and any purchase made on the website. It applies to every calculator and every report Greenships publishes, whatever it covers, including any added later. Using a calculator or buying a report means accepting this section. Anyone who does not accept it should not use the calculators.

11.2.What the service is

The calculators are free and need no account: figures about a vessel and its operation are entered, and the site returns a result with the workings shown. A free report can be sent by e-mail, for which a name, company and e-mail address are asked and nothing else. A paid report contains additional sections and is delivered electronically as soon as payment is confirmed. Greenships may add, change or withdraw calculators and report sections, and may change its prices; changes apply from the moment they are published and do not affect a report already paid for.

11.3.What a report is, and what it is not

This provision is the most important one in section 11.

A report is an arithmetic result. It is calculated from the figures entered and from published regulatory instruments. Each report names the instruments it draws on and the values it takes from them, so that anyone can check the result against the sources.

A report is not a verified rating: it has not been reviewed by a recognised organisation, a verifier or an administration. It is not a submission to any administration and may not be presented as one. It is not a statement of compliance, a certificate, or evidence of compliance. It is not legal, technical, commercial or investment advice.

Some parts of a report may rest on rules that are not yet in force, or on values a regulator has not yet published. Where that is so, the report says so on the page and labels the figure accordingly, and such figures may change when the rules are finalised.

A report applies only the adjustments and corrections it names. Others are not applied, because Greenships does not hold the data they require, and each report states which were applied and which were not.

The result is only as good as what is entered. Greenships does not verify the figures entered and has no means of doing so. If the inputs are wrong, the output is wrong.

Decisions about a vessel are the user’s own. Professional advice should be taken before acting on anything the service produces.

11.4.Buying a report

Prices are shown on the website before payment. [State whether prices are shown inclusive or exclusive of VAT; this must match what the checkout does.] Greenships charges Estonian VAT, the VAT of the customer’s own country, or no VAT, depending on where the customer is and whether a valid VAT number is given; the tax applied is shown before the purchase is confirmed. Payments are taken by a payment service provider, and Greenships neither sees nor stores card details.

11.5.Immediate delivery; no right of withdrawal; no refunds

A report is digital content delivered immediately. Before paying, the customer must confirm two things: that delivery is to begin straight away, and that the customer thereby loses the right of withdrawal that would otherwise apply to a distance purchase of digital content. Once that is confirmed and the report is delivered, the sale is final and Greenships does not give refunds.

This does not cover a failure to deliver. If a report is not delivered, or is materially defective in that it does not correspond to the figures entered or is unusable, Greenships will re-issue it or refund it on notice to management@greenships.net. Nothing in this section excludes rights which cannot be excluded under mandatory law.

Greenships issues an invoice for every purchase. [State how the customer receives it.]

11.6.Permitted use

A report may be used for the user’s own business or professional purposes, including sharing it inside the user’s organisation or with its advisers, counterparties and financiers, provided it is shared whole and unaltered.

The following are not permitted: presenting a report as a verified rating, a certificate or a submission to an administration; altering a report, or removing or obscuring its reference number, its sources or the statements in section 11.3; reselling reports or offering the calculators as a service of one’s own; scraping, crawling or making automated requests to the calculators, or attempting to extract the underlying reference tables in bulk; attempting to gain unauthorised access to the service, disrupting it, or testing its security without Greenships’s written permission; and any unlawful use or use that infringes the rights of others. Greenships may block access without notice where it reasonably believes any of this is happening.

11.7.Intellectual property

The figures entered remain those of the person who entered them, and so does the report received, which may be used as set out in section 11.6 without time limit. The website, the calculators, the layout and wording of the reports, and Greenships’s names and marks remain those of Greenships, and nothing in section 11 transfers any of them. The regulatory instruments and reference tables the reports draw on are public instruments over which Greenships claims nothing, which is why they are named.

11.8.Availability and liability

The calculators and the reports are provided as they are and as they are available. Greenships gives no undertaking that they will be uninterrupted or error-free and may suspend them at any time. There is no service level for the free calculators, and section 2.2 does not apply to them.

Nothing in section 11 limits Greenships’s liability for death or personal injury caused by its negligence, for fraud or fraudulent misrepresentation, or for anything else that cannot lawfully be limited. Subject to that, Greenships is not liable for decisions taken on the basis of a report, nor for loss of profit, loss of contract, loss of charter income, cost of fuel or bunkers, any penalty, levy or remedial-unit cost, or any indirect or consequential loss. Greenships’s total liability in connection with a report is limited to the amount paid for that report; where the report was free, and to the extent the law allows, that liability is limited to [EUR 100].

11.9.Data protection

How personal data is handled is set out in the Privacy Policy published on Greenships’s website. The calculators need no personal data; a name and e-mail address are asked only where a report is to be sent.

11.10.Changes to section 11

Greenships may change section 11. The version in force is the one published on the website when the service is used or the purchase is made, and every version carries a number and an effective date. Where a change materially affects a user whose e-mail address Greenships holds, Greenships will give notice before it takes effect. Section 10.4 does not apply to section 11.

11.11.Law and disputes

Sections 10.1 and 10.2 apply. Where the user is a consumer, this does not deprive the consumer of the protection of the mandatory law of the country in which the consumer is resident, or of the right to bring proceedings before the courts of that country.

Version 2 · 3 September 2026