Terms of Service

Terms of Service

Last updates: 12th January 2026

These Idwal Terms of Service ("Terms of Service") set out the basis on which Idwal Marine Services Limited, trading as Idwal ("Idwal"), provides services to the customer ("Customer"). Where the Customer has entered into a Service Order (“Service Order”) with Idwal, the Terms of Service and Service Order together form the Agreement ("Agreement") between Idwal and the Customer. For Customers without a Service Order, these Terms of Service shall apply to the provision of Inspection Services as set out in the relevant Inspection Order(s).

Unless expressly agreed in writing by Idwal, the Terms of Service included herein shall apply to and determine any contract between the Customer and Idwal, to the exclusion of all other terms and conditions, whether included in any quotation, proposal, purchase order or acknowledgement of receipt, or the general terms and conditions of the customer. Idwal will not be deemed to have accepted, and the Terms of Service will at all times prevail over, all general terms and conditions of the Customer.

The Terms of Service consists of the following Sections:

Section 1: Definitions

Section 2: General Terms

Section 3: Platform Terms

Section 4: Inspection Terms

Section 5: Report Access Terms

These Terms of Service should be retained for your records. 

SECTION 1: DEFINITIONS

Acceptable Use Policy: means the acceptable use policy which can be found at: https://www.idwalmarine.com/terms-and-conditions/acceptable-use, as updated from time to time;

Affiliate: means in relation to either Party, any entity that directly or indirectly controls, is controlled by, or is under common control with that Party from time to time.

AI Data: means data created by Idwal via the combination and/or analysis of Inspection Data, Derived Data, and Market Data, with its proprietary machine-learning, mathematical or algorithmic models.   

Authorised Users: means those employees, agents and independent contractors of the Customer who are authorised by the Customer to use the Platform Services and the Documentation, in accordance with the Acceptable Use Policy.

Background IP: means those Intellectual Property Rights subsisting prior to the date of delivery of the Services, and developed: (i) independently of Idwal’s obligations under the Agreement; or (ii) in connection with the Services, including the template format of the report document on which a Report is completed.

Business Day: means a day other than a Saturday, Sunday, or public holiday when banks in London are open for business.

Change of Control: means a change in the person who determines the affairs of the Customer by means of their shareholding, voting power or the terms any constitutional document, but does not include any change resulting from an internal reorganisation.

Connected Persons: means any holding company, subsidiary, or subsidiary undertaking of Idwal, or of any holding company of Idwal, and any director, officer, employee, agent or controlling person (as defined in securities laws of any relevant jurisdiction) of Idwal.

Confidential Information: means all confidential information (however recorded or preserved) disclosed by a Party or its representatives to the other Party and that Party's representatives, in connection with this Agreement, and including: (a) any information that would be regarded as confidential by a reasonable business person relating to: (i) the business, affairs, customers, suppliers, strategy or plans of the disclosing Party; and (ii) the operations, processes, product information, know-how, designs, trade secrets or software of the disclosing Party; (b any information developed by the disclosing Party (whether alone or with the assistance of the other Party) in the course of carrying out this Agreement, and for the avoidance of doubt, Confidential Information may include Idwal Data or Customer Data.

Consumer Price Index: means the UK consumer price index published by the Office for National Statistics.

Customer Affiliate: means any Affiliate of the Customer, that is notified to Idwal by the Customer from time to time, as being the ultimate recipient or beneficiary of some or all of the Services.

Customer Data: means the data inputted or added (including certificates, licenses, and other documents or digital files uploaded) to the Platform, by the Customer, its Authorised Users, or Idwal at the Customer's explicit direction, for the purpose of receiving, or facilitating the Customer's use of, the Services, and for the avoidance of doubt, no Customer Data will be considered Idwal Data.

Data Processing Agreement: means the data processing agreement at https://www.idwalmarine.com/terms-and-conditions/data-processing(which may be updated from time to time in accordance with its terms).

Derived Data: means all data, in relation to a Vessel (excluding Customer Data, Market Data, and AI Data), that is created, or otherwise derived, by Idwal, from (but is not itself) Inspection Data.

Documentation: means documents and materials made available to the Customer by Idwal, including through the Platform Services or as deliverables under the Services, including but not limited to Reports, supplementary reports and other materials provided in connection with the Services. Documentation forms part of Idwal Data and excludes Customer Data.

Effective Date: means: (a) where the Customer has a Service Order, the start date specified in that Service Order; or (b) where the Customer does not have a Service Order, the date of the relevant Inspection Order.

Force Majeure Event: means an event beyond the reasonable control of either Party, including: (a) acts of God; (b) governmental actions; (c) war or national emergency; (d) acts of terrorism, piracy, or armed conflict; (e) protests, riot, civil commotion or malicious damage; (f) fire, explosion, loss at sea, flood or epidemic; (g) lock-outs, strikes or other labour disputes (whether or not relating to either party’s workforce); (h) restraints or delays affecting carriers, or inability or delay in obtaining supplies of adequate or suitable materials; (i) interference by civil or military authorities; (j) compliance with any law or governmental order, rule, regulation or direction; (k) accident, breakdown of plant or machinery; or (l) default of suppliers or subcontractors.

Idwal Data: means Inspection Data, Derived Data, Market Data, AI Data, and Documentation, and in all cases excludes Customer Data.

Idwal Materials: means all materials, equipment, documents and other property of Idwal at the Vessel and/or Customer’s business premises.

Initial Term: means the initial term of the Agreement as specified in the Service Order (applicable only to Customers with a Service Order).

Insolvency Event: means, in relation to a Party where that Party: (a) suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986 or (being a partnership) has any partner to whom any of the foregoing apply; (b) commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors; (c) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the other Party (being a company); (d) the other Party (being an individual) is the subject of a bankruptcy petition or order; (e) a creditor or encumbrancer of the other Party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within fourteen (14) days; (g) an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the other Party (being a company); (h) a floating charge holder over the assets of the other Party (being a company) has become entitled to appoint or has appointed an administrative receiver; (i) a person becomes entitled to appoint a receiver over the assets of the other Party or a receiver is appointed over the assets of the other Party; (j) any event occurs, or proceeding is taken with respect to the other Party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in (a) to (i) above; (k) the other Party suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of its business; or (l) the other Party (being an individual) dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his own affairs or becomes a patient under any mental health legislation.

Inspection: means an inspection of a Vessel carried out as part of the Inspection Services.

Inspection Charges: means the charges payable by the Customer to Idwal for the Inspection Services, being: (a) where the Customer has a Service Order, the charges calculated in accordance with the pricing structure set out in that Service Order; or (b) in all other cases, the charges set out in the relevant Inspection Order.

Inspection Contract: means the contract between Idwal and the Customer for the supply of Inspection Services in accordance with these Terms of Service, which: (a) for Customers with a Service Order, forms part of the Agreement; or (b) for all other Customers, constitutes the entire agreement between the parties in respect of Inspection Services.

Inspection Data: means all data arising, captured or otherwise received during or in relation to the Inspection of a Vessel, including, but not limited to digital assets including photos and videos of such Vessel, and documents and certificates in word and/or pdf format, and excel spreadsheets containing data, in respect of such Vessel, but always excluding where such digital assets, documents, certificates, and spreadsheets are Customer Data.

Inspection Order: means the Customer's specific instruction for an Inspection, which may be: (a) the Customer's purchase order form; (b) the Customer's written acceptance of a quotation from Idwal; or (c) where the Customer has a Service Order, the Customer's request for a specific Inspection under that Service Order.

Inspection Services: means the services (including Inspections) supplied by Idwal to the Customer, which may comprise consultancy and/or inspection services, as set out in the applicable Inspection Order(s) and, where applicable, the Service Order.

Inspection Specification: means the description or specification of the Inspection Services provided in writing by Idwal to the Customer

Intellectual Property Rights: means all patents, rights to inventions, utility models, copyright and related rights, trade marks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, topography rights, moral rights, rights in confidential information (including know-how and trade secrets), and all intellectual property rights, in each case whether registered or unregistered and including all applications (or rights to apply) for and 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.

Market Data: means aggregated, or otherwise non-Vessel-specific, data created or modelled by Idwal from: (i) Inspection Data and/or Derived Data across its customer base; and/or (ii) Third Party Data.

Normal Business Hours: means 9.00 am to 5.00 pm local UK time, each Business Day.

Renewal Term: means a period of 12 months, unless agreed otherwise in writing between the parties (applicable only to Customers with a Service Order).

Representatives: has the meaning given in Clause 8.2.1(a) (Confidential Information).

Parties, or individually, Party: Idwal and/or the Customer and/or the Authorised Users.

Penalty Fee: means an amount equal to the lesser of:

(i)              three times the Inspection Charges agreed for the relevant Report, or in the case of Platform Services, half the annual Subscription Charges; and

(ii)             $10,000 USD.

Platform: means the websites, APIs, and data delivery mechanisms on the idwalmarine.com domain (including subdomains), or any other website, API endpoint, or data delivery method notified to the Customer by Idwal from time to time, via which Idwal provides the Platform Services.

Platform Services:  means the services (excluding Inspection Services) provided by Idwal to the Customer via the Platform, as: (a) set out in the Service Order; or (b) where the Customer does not have a Service Order, made available to the Customer in connection with the Inspection Services.

Rebate: means any rebate or credit granted to the Customer by Idwal in respect of the Service(s).

Report: means the report to be prepared by Idwal in accordance with the Inspection Specification and the Inspection Order.

Report Access Services: means the provision of access to existing Reports to persons who did not commission the original Inspection, as set out in Section 5.

Service(s): means the Inspection Services, the Platform Services and/or the Report Access Services.

Software: means the online software applications provided by Idwal as part of the Platform Services.

Subscription Charges: means the subscription charges payable by the Customer to Idwal for the Services, as set out in the Service Order.

Subscription Term: means the Initial Term together with any subsequent Renewal Terms (applicable only to Customers with a Service Order).

Substitute: means a suitably qualified and skilled substitute.

Third Party Data: means data obtained by Idwal under license from, or via agreement with, third party data sources, including independent trade bodies and industry publications, but excluding other purchasers of Inspection Services.

VAT: means United Kingdom value added tax, and any other tax imposed in substitution for it and any equivalent or similar tax imposed outside the United Kingdom.

Vessel: means any floating unit or storage unit, and any other man-made structure designed for use at sea or inland waterways, and whether or not fixed to the seabed, referred to in an Inspection Order.

Virus: means any thing or device (including any software, code, file or programme) which may prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.

SECTION 2: GENERAL TERMS 

1. Agreement Structure

1.1               This Agreement includes:

1.1.1         these Terms of Service;

1.1.2         where applicable, the Service Order

1.1.3         the Acceptable Use Policy;

1.1.4         the Data Processing Agreement; and

1.1.5         where applicable, inspection Orders.

1.2               If there is any conflict or ambiguity in the provisions of this Agreement, then the following order of decreasing precedence will apply:

1.2.1         the Service Order (if applicable);

1.2.2         the Inspection Order (if applicable);

1.2.3         these Terms of Service;

1.2.4         the Data Processing Agreement; and

1.2.5         the Acceptable Use Policy

2. Customer Affiliates

2.1               The Customer enters into this Agreement on behalf of itself and such Customer Affiliates as are notified to Idwal, by the Customer, from time to time, and:

2.1.1           such Customer Affiliates may also request Services from Idwal under this Agreement, and in which case, Customer shall confirm in writing which of itself or the relevant Customer Affiliate shall be responsible for payments of the charges in relation to those Services;

2.1.2           any references in this Agreement to Customer may, where the context requires, be read as referring to the Customer Affiliates; and

2.1.3           the Customer shall remain fully responsible and liable for the obligations, acts, and omissions, of the Customer Affiliates, as if they were its own.        

3. Data protection

3.1               The Parties will comply with their data protection obligations as set out in this Agreement.

3.2               The Parties agree that data protection obligations set out in the Data Processing Agreement will apply to the Services.

4. Idwal’s obligations

4.1               Idwal will use commercially reasonable endeavours to provide the Services in accordance with the provisions of the Acceptable Use Policy.

4.2               Idwal:

4.2.1         does not warrant that:

(a)        the Customer's use of the Service will be uninterrupted or error-free; or

(b)        that the Services, Documentation and/or Idwal Data will meet the Customer's requirements; or

(c)        the Software, Documentation and/or Idwal Data will be free from Viruses.

4.2.2         is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Customer acknowledges that the Platform Services, Documentation and Idwal Data may be subject to limitations, delays, and other problems inherent in the use of such communications facilities.

4.3               This Agreement does not prevent Idwal from entering into similar agreements with third parties, or from independently developing, using, selling, or licensing documentation, products and/or services which are similar to those provided under this Agreement.

4.4               Idwal warrants that it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under this Agreement.

5. Customer's obligations

5.1               The Customer will:

5.1.1         provide Idwal with all necessary:

(a)        co-operation in relation to this Agreement including in relation to any planned or emergency maintenance undertaken by Idwal; and

(b)        access to such information as may be required by Idwal; to provide the Services, including but not limited to Customer Data and security access information;

5.1.2         without affecting its other obligations under this Agreement, comply with all applicable laws and regulations with respect to its activities under this Agreement; and

5.1.3         ensure that the Authorised Users use the Services, Documentation and Idwal Data in accordance with the terms and conditions of this Agreement and will be responsible for any Authorised User's breach of this Agreement.

5.2               The Customer will have sole responsibility for the legality, reliability, integrity, accuracy, and quality of all Customer Data.

6. Intellectual Property Rights

6.1               The Customer acknowledges and agrees that Idwal (and/or its licensors) own all of the Intellectual Property Rights and proprietary rights:

6.1.1         embodied in, or pertaining to, the Platform Services, Software, Documentation, and Idwal Data; or

6.1.2         arising out of, or in connection with, the Inspection Services, including in the Report or Idwal Data (other than Intellectual Property Rights in any Customer Data or other materials provided by the Customer),

and that all such rights are, and will remain, the valuable and exclusive property of Idwal (and/or its licensors).

6.2               All Intellectual Property Rights in the Background IP, made available to the Customer through, or in connection with, the Services, will be owned by, and are the exclusive property of, Idwal.

6.3               The Customer acknowledges that, in respect of any third party Intellectual Property Rights, the Customer's use of any such Intellectual Property Rights is conditional on Idwal obtaining an appropriate licence from the relevant licensor on such terms as will entitle Idwal to license such rights to the Customer.

6.4               Except as expressly stated herein, this Agreement does not grant the Customer any rights to, under, or in, any patents, copyright, database right, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights or licences, in respect of the Platform Services, Software, Documentation, or Idwal Data.

6.5               All Idwal Materials are the exclusive property of Idwal, and the Customer will not in any way infringe the Intellectual Property Rights subsisting in the Idwal Materials.

Customer Feedback

6.6               The Customer may from time to time provide Idwal with feedback, comments, suggestions, ideas, critiques, recommendations, or other information relating to the Services, Platform, Idwal Data, or Idwal's business ("Customer Feedback").

6.7               The Customer acknowledges and agrees that:

6.7.1         the provision of Customer Feedback is entirely voluntary;

6.7.2         all Customer Feedback, and all Intellectual Property Rights therein, shall be owned exclusively by Idwal;

6.7.3         Idwal may freely use, disclose, reproduce, license, distribute, and otherwise commercialize Customer Feedback in any Idwal products and services, in perpetuity and without any obligation or compensation to the Customer; and

6.7.4         Idwal shall be the sole owner of any improvement, modification, invention, or development relating to its products, services, or business (whether patentable or not) made on the basis of or in connection with Customer Feedback.

6.8               The Customer represents and warrants that any Customer Feedback provided does not and will not infringe any third party's Intellectual Property Rights or confidential information.

7. Data ownership and use

Customer Data

7.1               The Customer warrants that it:

7.1.1         owns all right, title, and interest in, and to, all of the Customer Data and any Intellectual Property Rights therein; or

7.1.2         has been properly granted equivalent rights or permissions by the relevant owners,

and that it will secure and maintain all rights in Customer Data necessary for the Customer to provide the Customer Data to the Platform without violating the rights of any third party, or otherwise obligating Idwal to the Customer or to any third party, and Idwal acknowledges and affirms that it will have no claim to ownership over any Customer Data at any time.

7.2               Idwal does not, and will not, assume any obligations with respect to Customer Data, or to the Customer’s use of the Platform, other than as expressly set forth in this Agreement, or as required by applicable law. 

7.3               In return for receipt of the Services, and acknowledging the benefit which the Customer receives from the data provided by Idwal’s other customers, the Customer hereby grants to Idwal, a worldwide, non-exclusive, sub-licensable, and perpetual licence, to store, copy, reproduce, disclose or otherwise use, Customer Data, for the purposes of providing the Services to the Customer and Idwal’s other customers.

Idwal Data

7.4               The Customer acknowledges and agrees that Idwal owns, and will own, all Idwal Data and any Intellectual Property Rights therein, legally and beneficially, in perpetuity, and that Idwal will be entitled to:

7.4.1         use Idwal Data for its commercial purposes, including:

(a)        the creation of Derived Data, Market Data, and AI Data; and

(b)        the development of its products and services; and

7.4.2         sell, reproduce, re-distribute or otherwise use Idwal Data, in its sole discretion, including for the benefit of itself, its Affiliates, or its other customers.

7.5               In return for the Subscription Charges or Inspection Charges (as applicable), Idwal hereby grants to the Customer a worldwide, non-exclusive, non-sublicensable, non-transferable licence to access and use Idwal Data and Documentation:

7.5.1         solely for its business purposes (including to receive and make use of the Services); and

7.5.2         in accordance with the terms of this Agreement.

7.5.3         The licence granted under this Clause 7.5 shall be:

(a)        in respect of Inspection Data and Derived Data arising from Inspections commissioned by the Customer (whether under a Service Order or Inspection Order), perpetual;

(b)        t in respect of Market Data and AI Data, for the duration of this Agreement only, and such licence shall terminate automatically upon expiry or termination of this Agreement; and

(c)        in respect of all other Idwal Data, for the duration of this Agreement.

Customer's Use of Idwal Data

7.6               The Customer may use Idwal Data to create derivative works, analyses, models, reports, or other outputs ("Customer Derivative Works") for its internal business purposes, provided that such Customer Derivative Works:

7.6.1         cannot be reverse-engineered such that Idwal Data is able substantially to be extracted from the Customer Derivative Works:

7.6.2         are not capable of use substantially as a substitute for Idwal Data or Idwal's services; and

7.6.3         are used only for the Customer's internal business purposes and not provided to third parties as part of any commercial offering without Idwal's prior written consent.

7.7               For the avoidance of doubt, all Intellectual Property Rights in Customer Derivative Works shall belong to the Customer, but the underlying Idwal Data incorporated therein remain the exclusive property of Idwal and subject to the licence terms set out in Clause 7.5.

7.8               The Customer shall not:

7.8.1         use Idwal Data in connection with developing, training, or operating any product or service that competes with Idwal's services;

7.8.2         disassemble, reverse engineer, or otherwise attempt to derive the methodology, algorithms, or processes used by Idwal to create Derived Data, Market Data, or AI Data;

7.8.3         remove, obscure, or alter any proprietary notices, labels, or marks on or in Idwal Data; or

7.8.4         use Idwal Data in any manner that violates applicable law or regulation.

Penalty for unauthorised disclosure

7.9               The Customer will not share, reproduce, make available or otherwise disclose to any third party, in whole or in part, any Report (or any other materials provided to the Customer in connection with a Report), without the prior written consent of Idwal, other than as required by applicable law.

7.10            Any disclosure of a Report in accordance with this Agreement, will be in all respects subject to this Agreement.

7.11            If the Customer discloses, shares, or otherwise reproduces any Report (or any or other materials provided to the Customer in connection with a Report) in breach of this Clause 7, the Customer may be requested by Idwal to, and will, pay the Penalty Fee to Idwal on demand.

7.12            The Customer and Idwal confirm that the amount of the Penalty Fee is reasonable and proportionate to protect Idwal’s interest in ensuring the Customer does not breach this Clause 7, and will be without prejudice to any other rights or remedies which Idwal may have in law for breach of this Clause 7.

7.13            Any breach of this Clause 7 by the Customer will be deemed a material breach of this Agreement enabling termination under Clause 13.2 (Termination for cause), in addition to any Penalty Fee payable under Clause 7.11.

Disclosure of Inspection

7.14            Notwithstanding any other provision of this Agreement, Idwal shall be entitled to disclose that an Inspection of a Vessel has been conducted, provided that Idwal shall not disclose the identity of the Customer or the purpose of the Inspection without the Customer's prior written consent.

8. Confidential Information

8.1               Each Party undertakes that it will:

8.1.1         Not use the other Party’s Confidential Information except for the purpose of exercising or performing its rights and obligations under, or in connection with, this Agreement; and

8.1.2         not at any time, disclose to any person any Confidential Information of the other Party, except as permitted by Clause 8.2.1.

8.2               Each Party:

8.2.1         may disclose the other Party's Confidential Information:

(a)        to its employees, officers, representatives, contractors, subcontractors, or advisers (together Representatives), who need to know such information for the purposes of exercising the Party's rights or carrying out its obligations, under or in connection with this Agreement;

(b)        as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority; and

(c)        as otherwise permitted under this Agreement; and

8.2.2         will:

(a)        ensure that its Representatives, to whom it discloses the other Party's Confidential Information, comply; and

(b)        at all times, remain responsible for such Representatives' compliance,

with the obligations set out in this Clause 8.

8.3               The provisions of this Clause 8 will not apply to any Confidential Information that:

8.3.1         is or becomes generally available to the public (other than as a result of its disclosure by the receiving Party, or its Representatives, in breach of this Clause 8);

8.3.2         was available to the receiving Party on a non-confidential basis before disclosure by the disclosing Party;

8.3.3         was, is, or becomes, available to the receiving Party on a non-confidential basis from a person who, to the receiving Party's knowledge, is not bound by a confidentiality agreement with the disclosing Party or otherwise prohibited from disclosing the information to the receiving Party; or

8.3.4         the Parties agree in writing is not confidential or may be disclosed, which includes the information referred to in Clause 5.1; or

8.3.5         is developed by, or for, the receiving Party independently of the information disclosed by the disclosing Party.

9. Indemnity

9.1               The Customer will keep Idwal and or any of its Connected Persons indemnified and hold them harmless against all action, proceedings, claims, demands or liabilities whatsoever or howsoever arising which may be brought against them or incurred or suffered by them arising out of or in connection with the Customer's use of the Platform Services, Idwal Data and/or the Documentation, and against and in respect of all costs, losses, damages and expenses (including legal costs and expenses on a full indemnity basis) which Idwal may suffer or incur (either directly or indirectly) arising out of or in connection with the Customer's use of the Platform Services, Idwal Data and/or the Documentation.

9.2               The Customer shall indemnify and hold harmless Idwal and its Connected Persons against all losses, claims, and liabilities arising from:

9.2.1         any material unauthorized use, disclosure, or distribution of Idwal Data by the Customer or its representatives;

9.2.2         the Customer's creation or use of Customer Derivative Work in breach of Clause 7.6; or

9.2.3         any breach by the Customer of its obligations under Clause 7.8.

9.3               The indemnity in Clause 9.1 will not, apply to the extent that the relevant loss, claim, demand, damages, costs, charges, expenses or liabilities resulted from the negligence, gross negligence, fraud, or wilful default, of Idwal or any of its Connected Persons.

10. Limitation of liability

10.1            Except as expressly and specifically provided in this Agreement:

10.1.1      the Customer assumes sole responsibility for results obtained from the use of the Platform Services, Idwal Data, and the Documentation by the Customer, and for conclusions drawn from such use. Idwal will have no liability for any damage caused by errors or omissions in any information, instructions, or scripts, provided to Idwal by the Customer in connection with the Platform Services, or any actions taken by Idwal at the Customer's direction;

10.1.2      all warranties, representations, conditions, and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this Agreement; and

10.1.3      the Platform Services, Idwal Data, and the Documentation are provided to the Customer on an “as is” basis.

10.2            Nothing in this Agreement excludes the liability of Idwal:

10.2.1      for death or personal injury caused by Idwal’s negligence, or the negligence of its employees, agents, Substitutes or subcontractors;

10.2.2      for fraud or fraudulent misrepresentation; or

10.2.3      anything which, by applicable law, cannot be excluded.

10.3            Subject to Clauses 10.1 and 10.2:

10.3.1      Idwal will not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business or business opportunity, depletion of goodwill and/or similar losses, or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under this Agreement; and

10.3.2      Idwal’s total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this Agreement will be limited to:

(a)        in relation to any Inspection Contract, the total Inspection Charges paid under that Inspection Contract;

(b)        in relation to Report Access Services, the total charges paid for access to the Report;

(c)        in relation to Platform Services for Customers with a Service Order, the total Subscription Charges paid for the Platform Services during the 12 months immediately preceding the date on which the claim arose;

provided that Idwal's total aggregate liability under this Clause 10.3.2 shall not be less than $5,000 USD, and in the case of any services not falling within paragraphs (a), (b), or (c) above, shall not exceed $5,000 USD.

10.4            Idwal and the Customer agree that having regard to the nature of the Platform Services and the Inspection Services, the charges paid for the Services by the Customer, and all other circumstances known to Idwal and the Customer relating to the Platform Services and the Inspection Services, the limits of liability in this Clause 10 are fair and reasonable.

10.5            Nothing in this Agreement excludes the liability of the Customer for any breach, infringement, or misappropriation of Idwal’s Intellectual Property Rights.

10.6            No action, claim, or lawsuit relating to this Agreement may be filed later than three (3) years from the date on which the cause of action arose, or in the case of claims relating to the termination of this Agreement, three (3) years from the date of termination.

11. Disclaimer

Inspections & Reports

11.1            The Report is issued on the strict condition that:

11.1.1        nothing therein will be deemed to relieve any designer, manufacturer, seller, supplier, repairer, or operator, of any warranty, express or implied; and  

11.1.2        Idwal’s liability:

(a)        will be limited to the acts and omissions of its employees, agents, or subcontractors; and

(b)        is subject to this Agreement for the provision of the Inspection.

12. Charges & Payments

What the Customer pays

12.1            For Customers with a Service Order, the Customer will pay the Subscription Charges to Idwal for the Services in accordance with this Clause 12 and the Service Order.

12.2            The Customer will pay the Inspection Charges to Idwal in accordance with the Inspection Order or, where the Customer has a Service Order, in accordance with the pricing structure set out in that Service Order.

Payment terms

12.3            Unless otherwise agreed in writing or specified in the Inspection Order, Idwal will invoice the Customer for Inspection Services upon completion of the Inspection.

12.4            Idwal may require payment in advance for any Services at its discretion.

12.5            The Customer will pay all invoices within 30 days of the invoice date.

12.6            All amounts and fees stated or referred to in this Agreement:

12.6.1      will be payable in US$ (United States dollars) unless otherwise specified in the Service Order or Inspection Order;

12.6.2      in relation to Subscription Charges, are, subject to Clause 10.3.2 (Limitation of liability), non-cancellable and non-refundable;

12.6.3      are exclusive of value added tax, which will be added to Idwal's invoice(s) at the appropriate rate.

Late Payment

12.7            If Idwal has not received payment within 30 days of the due date, and without prejudice to any other rights and remedies of Idwal:

12.7.1      Idwal may, without liability to the Customer:

(a)        disable the Customer's password, account, and access to all or part of the Services, and Idwal will be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; or

(b)        terminate this Agreement in accordance with Clause 13.2 (Termination for cause); and

12.7.2      interest will accrue on a daily basis on such due amounts at an annual rate equal to 4% over the then current base lending rate of Idwal's bankers in the UK from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment.

Price increases

12.8            Idwal reserves the right to increase the Subscription Charges on an annual basis with effect from each anniversary of the Effective Date:

12.8.1      in line with the percentage increase in the Consumer Price Index in the preceding 12-month period and the first such increase will take effect on the first anniversary of the Effective Date and will be based on the latest available figure for the percentage increase in the Consumer Price Index; or

12.8.2      as otherwise determined by Idwal.

12.9            Idwal may, by written notice to the Customer, increase the Inspection Charges on an annual basis, where there is an increase in the direct cost to Idwal of supplying the Inspection Services.

12.10         If the Customer wishes to change the scope of the Services covered by the Subscription Charges after the Effective Date, and Idwal agrees to such change, Idwal will modify the Subscription Charges accordingly.

Rebates

12.11         Any Rebate will expire 61 days following the date such Rebate was granted to the Customer.

12.12         Pursuant to Clause 18 (Set-off), the Customer will not be entitled to use any Rebate to set-off any amount owed to Idwal, in whole or in part, without the prior written agreement of Idwal.

12.13         Idwal will give the Customer reasonable notice prior to the expiry of any Rebate.

Variable Charging Models

12.14         Where Inspection Services are provided on a basis other than per-Inspection charges, the applicable charging model shall be set out in the Inspection Order or Service Order, which may include:

12.14.1   time and materials basis calculated according to daily or hourly rates;

12.14.2   fixed project fees for defined scope of work;

12.14.3   retainer arrangements with additional charges for work exceeding the retainer scope; or

12.14.4   any combination of the above.

12.15         Where Inspection Charges are calculated on a time and materials basis, Idwal may charge the Customer for expenses reasonably incurred in connection with the Inspection Services including travelling expenses, accommodation, subsistence, and costs of services provided by third parties.

13. Term and termination

13.1            For Customers with a Service Order, this Agreement will, unless otherwise terminated as provided in this Clause 13, commence on the Effective Date, and continue for the Initial Term and, thereafter, this Agreement will be automatically renewed for successive Renewal Terms, unless:

13.1.1      either Party notifies the other Party of termination, in writing, at least 30 days before the end of the Initial Term or any Renewal Term, in which case this Agreement will terminate upon the expiry of the applicable Initial Term or Renewal Term; or

13.1.2      otherwise terminated in accordance with the provisions of this Agreement, or

13.1.3      For Customers without a Service Order, each Inspection Contract will commence on the date of the Inspection Order and continue until completion of the Inspection Services, unless terminated earlier in accordance with Clause 5 (Termination of the Inspection Contract) of Section 4 or Clause 13.2 (Termination for cause) of Section 2

Termination for cause

13.2            Without limiting any of Idwal’s other rights, Idwal may suspend the performance of the Platform Services, or terminate this Agreement (at Idwal’s option), with immediate effect by giving written notice to the Customer if:

13.2.1      the Customer commits a material breach of any term of this Agreement and (if such a breach is remediable) fail to remedy that breach within 30 days of the Customer being notified in writing to do so;

13.2.2      the Customer fails to pay any amount due under this Agreement within 30 days of the due date for payment;

13.2.3      the Customer suffers or undergoes an Insolvency Event;

13.2.4      the Customer’s financial position deteriorates to such an extent that in Idwal’s opinion the Customer’s capability to adequately fulfil the Customer’s obligations under this Agreement has been placed in jeopardy; or

13.2.5      there is a Change of Control of the Customer.

Consequences of termination

13.3            On termination of this Agreement (or in the case of Customers without a Service Order, termination of the Inspection Contract):

13.3.1      any Inspection Contract then in place between the Parties will immediately terminate provided that where any Inspection has commenced but not yet been completed, Idwal may at its discretion complete such Inspection and the Customer shall pay for completed work;

13.3.2      all licences granted under this Agreement will immediately terminate and the Customer will immediately cease all use of the Platform Services and the Documentation;

13.3.3      the Customer will immediately pay to Idwal all of Idwal’s outstanding unpaid invoices and interest; and in respect of: (i) Services supplied; or (ii) Services agreed, but not booked or utilised by the termination date, but for which no invoice has been submitted, Idwal will submit an invoice, which will be payable by the Customer immediately on receipt;

13.3.4      the Customer will return all of the Idwal Materials which have not been fully paid for. If the Customer fails to do so, then Idwal may enter the Customer’s Vessel and/or premises, and take possession of them. Until they have been returned, the Customer will be solely responsible for their safe keeping, and will not use them for any purpose not connected with this Agreement;

13.3.5      Idwal may destroy or otherwise dispose of any of the Customer Data in its possession unless Idwal receives, no later than ten days after the effective date of the termination of this Agreement, a written request for the delivery to the Customer of the then most recent back-up of the Customer Data. Idwal will use reasonable commercial endeavours to deliver the back-up to the Customer within 30 days of its receipt of such a written request, provided that the Customer has, at that time, paid all fees and charges outstanding at, and resulting from termination (whether or not due at the date of termination). The Customer will pay all reasonable expenses incurred by Idwal in returning or disposing of Customer Data; and

13.3.6      any rights, remedies, obligations, or liabilities of the Parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination will not be affected or prejudiced.

14. Himalaya

14.1            It is hereby expressly agreed that no employee or agent of Idwal (including every subcontractor or Substitute from time to time employed by Idwal and the employees or agents of any such subcontractor or Substitute) will in any circumstance whatsoever be under any liability whatsoever to the Customer for any loss, damage, delay arising or resulting directly or indirectly from any neglect or default on their part while acting in the course of, or in connection with, their employment, and without prejudice to the generality of the foregoing provisions in this Clause, every exemption, limitation, condition, and liberty, herein contained and every right, exemption from liability, defence, and immunity, of whatsoever nature applicable to Idwal, or to which Idwal is entitled hereunder, will also be available, and will extend to protect every such employee or agent or Substitute of Idwal acting aforesaid.

15. Force majeure

15.1            Subject to Clause 15.2 and Clause 15.3, neither Party will be in breach of this Agreement nor liable for delay in performing, or failure to perform, any of its obligations under this Agreement if the delay or failure results from a Force Majeure Event. The time for performance of such obligations will be extended accordingly. If the period of delay or non-performance continues for 12 weeks, the Party not affected may terminate this Agreement by giving 30 days' written notice to the affected Party.

15.2            If the Force Majeure Event prevents Idwal from providing any of the Inspection Services for more than four (4) weeks, Idwal will, without limiting its other rights or remedies, have the right to terminate this Inspection Contract immediately by giving written notice to the Customer.

15.3            Clause 15.1 shall not apply to any payment obligations under this Agreement, unless and to the extent that the Force Majeure Event also impacts the banking system and/or means of payment processing used by the paying Party. 

16. Anti-bribery, anti-corruption and modern slavery

16.1            Each Party represents and warrants that it shall, and shall procure that its officers, employees, agents, and subcontractors shall, comply with all applicable anti-bribery and anti-corruption laws, including the UK Bribery Act 2010, the US Foreign Corrupt Practices Act 1977, and any similar legislation in any relevant jurisdiction (collectively "ABC Laws").

16.2            Neither Party shall, directly or indirectly: (a) offer, promise, give, request, or accept any bribe or other advantage intended to induce or reward improper performance of a relevant function or activity; (b) make or receive facilitation payments; (c) offer or provide gifts, hospitality, or promotional expenditure except where it is reasonable, proportionate, made in good faith, and complies with local law; or (d) make payments through third parties with the intention of channelling funds for any of the purposes prohibited by this Clause 16.

16.3            Each Party represents and warrants that it shall, and shall procure that its officers, employees, agents, and subcontractors shall, comply with all applicable anti-slavery and human trafficking laws, including the UK Modern Slavery Act 2015 (collectively "Anti-Slavery Laws").

16.4            Neither Party shall, directly or indirectly:(a) use any form of forced, compulsory, or trafficked labour; (b) use child labour (being labour performed by persons under the minimum legal working age); (c) engage in or support debt bondage, indentured labour, bonded labour, or prison labour; (d) withhold identity documents or restrict freedom of movement of workers; or (e) engage in or facilitate human trafficking or any other form of servitude.

16.5            Each Party shall: (a) take reasonable steps to ensure that subcontractors, agents, and other persons performing services in connection with this Agreement comply with ABC Laws and Anti-Slavery Laws; (b) immediately notify the other Party if it becomes aware of any breach or suspected breach of this Clause 16, or receives any request for an undue advantage or becomes aware of suspected slavery or trafficking in connection with this Agreement; and (c) cooperate with any investigation by the other Party or by relevant authorities regarding compliance with this Clause 16.

16.6            Breach of this Clause 16 shall constitute a material breach of this Agreement, entitling the innocent Party to terminate this Agreement in accordance with Clause 13.2, and to claim indemnification in accordance with Clause 9.

17. Sanctions compliance

17.1            For the purposes of this Clause 17:

17.1.1      "Sanctions" means economic or financial sanctions, trade embargoes, export controls, or restrictive measures imposed, administered, or enforced by any Sanctions Authority;

17.1.2      “Sanctions Authority" means the United Nations, the United Kingdom (including OFSI), the United States (including OFAC), the European Union, or any other relevant government authority administering Sanctions;

17.1.3      "Sanctioned Person" means any person, entity, or vessel: (i) designated on any sanctions list maintained by a Sanctions Authority; (ii) located, organised, or resident in a Sanctioned Territory; (iii) owned or controlled by any such person or entity; or (iv) otherwise a target of Sanctions;

17.1.4      "Sanctioned Territory" means any country or territory subject to comprehensive Sanctions, including but not limited to Cuba, Iran, North Korea, Syria, Russia, Belarus, and the Crimea, Donetsk, and Luhansk regions of Ukraine.

17.2            Each Party represents and warrants that it shall, and shall procure that its officers, employees, agents, and subcontractors shall: (a) comply with all applicable Sanctions; (b) not be a Sanctioned Person; and (c) not engage in any transaction, activity, or conduct that could reasonably result in either Party violating Sanctions or being designated as a Sanctioned Person.

17.3            Neither Party shall: (a) provide services under this Agreement to, for, or on behalf of any Sanctioned Person; (b) use the services provided under this Agreement in connection with any Sanctioned Territory or for any purpose that would violate Sanctions; (c) make or receive any payment in connection with this Agreement involving a Sanctioned Person; or (d) take any action that would cause the other Party to violate Sanctions.

17.4            Each Party shall: (a) conduct reasonable sanctions screening of persons with whom it deals in connection with this Agreement; (b) immediately notify the other Party if it becomes a Sanctioned Person or becomes aware that the other Party may be a Sanctioned Person; and (c) immediately notify the other Party if it becomes aware of any circumstances that could cause either Party to violate Sanctions in connection with this Agreement.

17.5            Either Party may immediately terminate this Agreement by written notice if: (a) the other Party becomes a Sanctioned Person; (b) performance of this Agreement would violate Sanctions; or (c) any payment contemplated by this Agreement cannot be made or received due to Sanctions.

17.6            Suspension or termination under this Clause 17.5 shall not constitute a breach of this Agreement and neither Party shall have any liability to the other for losses arising from such suspension or termination.

17.7            Any action taken or not taken by either Party in good faith to comply with Sanctions shall not be deemed a breach of this Agreement.

18. Set-off

18.1            The Customer will pay all amounts due in full without any deduction or withholding except as required by law and the Customer will not be entitled to assert any credit, set-off or counterclaim against Idwal in order to justify withholding payment of any such amount in whole or in part. Idwal may, without limiting its other rights or remedies, set off any amount owing to it by the Customer against any amount payable by Idwal to the Customer.

19. Variation

19.1            No variation of this Agreement will be effective unless it is in writing and signed by the Parties (or their authorised representatives).

20. Waiver

20.1            A waiver of any right or remedy is only effective if given in writing and will not be deemed a waiver of any subsequent right or remedy.

20.2            A waiver will only apply to the specific circumstances in which it is given and will not affect the enforcement of a Party’s rights in relation to different circumstances or the recurrence of similar circumstances.

20.3            A delay or failure to exercise, or the single or partial exercise of, any right or remedy will not waive that or any other right or remedy, nor will it prevent or restrict the further exercise of that or any other right or remedy.

21. Rights and remedies

21.1            Except as expressly provided in this Agreement, the rights and remedies provided under this Agreement are in addition to, and not exclusive of, any rights or remedies provided by law.

22. Severance

22.1            If any provision or part-provision of this Agreement is or becomes invalid, illegal, or unenforceable, it will be deemed deleted, but that will not affect the validity and enforceability of the rest of this Agreement.

22.2            If any provision or part-provision of this Agreement is deemed deleted under Clause 22.1 the Parties will negotiate acting reasonably to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

23. Survival

23.1            Any provision of this Agreement that expressly, or by implication, is intended to come into, or continue in, force, on or after termination or expiry of this Agreement, will remain in full force and effect, including this Clause 23, and Clauses 1 (Agreement structure); 12 (Charges and payment); 6 (Intellectual Property Rights); 7 (Data ownership and use); 8 (Confidential Information); 9 (Indemnity); 10 (Limitation of liability); 13.3 (Consequences of termination); 16 (Anti-bribery, Anti-corruption and modern slavery); (18 (Set-off); 20 (Waiver); 21(Rights and remedies); 22 (Severance); 27 (Third party rights); 30 (Notices); and 32 (Governing law and jurisdiction).

23.2            Termination or expiry of this Agreement will not affect any rights, remedies, obligations or liabilities of the Parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of this Agreement which existed at or before the date of termination or expiry.

24. Entire agreement

24.1            This Agreement constitutes the entire agreement between the Parties and supersedes and extinguishes all previous and contemporaneous agreements, promises, assurances and understandings between them, whether written or oral, relating to its subject matter.

24.2            Each Party acknowledges that in entering into this Agreement it does not rely on, and will have no remedies in respect of, any statement, representation, assurance, or warranty (whether made innocently or negligently) that is not set out in this Agreement.

24.3            Each Party agrees that it will have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Agreement.

24.4            Nothing in this Clause 24 will limit or exclude any liability for fraud.

25. Assignment

25.1            The Customer will not, without the prior written consent of Idwal, assign, novate, transfer, charge, mortgage, sub-contract or deal in any other manner with all or any of its rights or obligations under this Agreement.

25.2            Idwal may at any time assign, transfer, charge, mortgage sub-contract or deal in any other manner with all or any of its rights or obligations under this Agreement.

25.3            Each Party that has rights under this Agreement is acting on its own behalf and not for the benefit of another person.

26. No partnership or agency

26.1            Nothing in this Agreement is intended to or will operate to create a partnership between the Parties, or authorise either Party to act as agent for the other, and neither Party will have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).

27. Third party rights

27.1            This Agreement does not confer any rights on any person or party (other than the Parties to this Agreement and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999. This does not affect any right or remedy of a third party which exists or is available otherwise than pursuant to that Act

28. Counterparts

28.1            This Agreement may be executed in any number of counterparts, each of which will constitute a duplicate original, but all the counterparts will together constitute the one agreement.

28.2            No counterpart will be effective until each Party has provided to the other at least one executed counterpart.

29. Interpretation

29.1            Clause headings will not affect the interpretation of this Agreement and references to Clauses are to the clauses of this Agreement.

29.2            A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality).

29.3            A reference to a company will include any company, corporation, or other body corporate, wherever and however incorporated or established.

29.4            Unless the context otherwise requires, words in the singular will include the plural, and in the plural, will include the singular.

29.5            Unless the context otherwise requires, a reference to one gender will include a reference to the other genders.

29.6            A reference to in writing or written includes email, but does not include application-based messaging services.

30. Notices

30.1            Any notice given pursuant to the Agreement may be sent by hand or by post or by registered post or by the recorded delivery service or other means of telecommunication resulting in the receipt of a written communication in permanent form and if so sent or transmitted to the address of the party shown on the Service Order, or to such other address as the party may by notice to the other have substituted therefor, shall be deemed effectively given on the day when in the ordinary course of the means of transmission it would first be received by the addressee in Normal Business Hours.

31. Marketing and Publicity

31.1            Subject to Clause 31.2, the Customer grants Idwal a non-exclusive, royalty-free licence to use the Customer's name, trade marks, and logos ("Customer Marks") in Idwal's marketing materials, website, customer lists, and promotional materials, solely to identify the Customer as an Idwal customer.

31.2            The Customer may opt out of the licence granted in Clause 31.1 by providing written notice to Idwal at any time, and Idwal shall cease use of Customer Marks in new materials within 30 days of receiving such notice, provided that Idwal shall not be required to recall or destroy materials already in distribution.

31.3            Except as permitted by Clause 31.1, neither Party shall use the other Party's name, trade marks, or logos without prior written consent.

32. Governing law and jurisdiction

32.1            This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) will be governed by and interpreted in accordance with the law of England and Wales.

32.2            Each Party irrevocably agrees that the courts of England and Wales will have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).

SECTION 3: PLATFORM TERMS

If the Service includes Platform Services, then the following Platform Terms will be included as part of the Agreement.

1. Platform Services

1.1               Idwal hereby grants to the Customer a limited, non-exclusive, non-transferable right and licence, without the right to grant sublicences, to permit the Authorised Users to use the Platform Services during the Subscription Term (or, for Customers without a Service Order, for the duration specified in Clause 1.4) solely for the Customer's business operations.

1.2               Idwal will, during the Subscription Term (or, for Customers without a Service Order, for the duration specified in Clause 1.4), provide the Platform Services, and make available the Documentation to the Customer, on, and subject to, the terms of this Agreement.

1.3               The Customer is solely responsible for the security of any passwords issued by Idwal for accessing the Platform Services.

1.4               For Customers without a Service Order, access to the Platform shall continue following completion of the Inspection Services solely for the purpose of viewing Reports and ordering further Inspection Services, and shall remain subject to the Acceptable Use Policy. Such access may be suspended or terminated by Idwal at any time upon written notice if the Customer breaches any provision of these Terms of Service.

2. Service levels

2.1               Idwal will use commercially reasonable endeavours to:

2.1.1           make the Platform Services available 24 hours a day, seven days a week; and

2.1.2           ensure a monthly uptime of 99.5% for the Platform Services (calculated across all data access methods),

excluding periods of planned maintenance (including for the purposes of installing upgrades, patches, bug fixes, or data-related maintenance) or emergency maintenance, each of which will be flagged on the Platform and/or notified to the Customer with reasonable notice, or in the case of emergency maintenance, with as much advance warning as possible.     

2.2               For the avoidance of doubt, the uptime commitment in Clause 2.1.2 of Section 3 applies to the availability of the Platform Services, but does not guarantee:

2.2.1           the timeliness, accuracy, or completeness of any particular data at any given moment; or

2.2.2           uninterrupted access where interruption is caused by factors outside Idwal's reasonable control, including Customer's internet connectivity, equipment, or software.

2.3               Where a Service Order specifies enhanced service levels or uptime commitments for particular access methods, those enhanced levels will apply to the extent specified in the Service Order.

3. Data access methods

3.1               Where specified in the Service Order, the Customer may access Platform Services through one or more of the following methods:

3.1.1           the Platform user interface (web-based or application-based);

3.1.2           bulk data exports and downloads;

3.1.3           application programming interface (API) access; or

3.1.4           any combination of the above.

3.2               Where API access is provided, specific usage limits, rate limits, authentication requirements, and other technical parameters will be set out in the Service Order or otherwise notified to the Customer by Idwal.

3.3               Idwal may modify, suspend, or discontinue any particular data access method upon reasonable notice to the Customer, provided that Idwal will use commercially reasonable endeavours to provide an alternative access method where practicable.

4. Data retention and export rights

4.1               Where the Service Order provides for data export, bulk download, or API access, the Customer may use such features during the Subscription Term to export and download:

4.1.1           Inspection Data and Derived Data arising from Inspections commissioned by the Customer, in such formats as are made available through the applicable data access methods; and

4.1.2           where specified in the Service Order, Market Data and AI Data, subject to any export limits, usage restrictions, or technical parameters set out in the Service Order.

4.2               The Customer acknowledges that:

4.2.1           data export, bulk download, and API access features are not included in all subscriptions and are only available where expressly specified in the Service Order;

4.2.2           any Idwal Data exported or downloaded by the Customer during the Subscription Term remains subject to the licence terms set out in Clause 7.5 (Data ownership and use) of Section 2;

4.2.3           upon expiry or termination of this Agreement, access to the Platform (including any data access methods specified in Clause 3) will cease immediately, except where the Customer has perpetual licence rights under Clause 7.5 (Data ownership and use) of Section 2; and

4.2.4           Idwal has no obligation to provide access to, or copies of, any Idwal Data following expiry or termination of this Agreement.

4.3               For the avoidance of doubt:.

4.3.1           the Customer's perpetual licence rights under Clause 7.5 (Data ownership and use) of Section 2 are limited to Idwal Data that the Customer has exported, downloaded, or otherwise obtained during the term of this Agreement (or in the case of Customers without a Service Order, during or in connection with the Inspection Services);

4.3.2           perpetual licence rights grant the Customer the right to continue using such Idwal Data, but do not grant any right to ongoing access to the Platform or any data access methods; and

4.3.3           Idwal is under no obligation to maintain, provide, or restore access to the Platform or any data access methods for the purpose of retrieving or accessing Idwal Data, whether during or after the term of this Agreement.

SECTION 4: INSPECTION TERMS

If the Service includes Inspection Services, then the following Inspection Terms will be included as part of the Agreement.

1. Supply of Inspection Services

1.1               Idwal will use commercially reasonable endeavours to supply the Inspection Services to the Customer in accordance with the Inspection Specification.

1.2               Idwal will use all reasonable endeavours to meet any performance dates specified in the Inspection Order, but any such dates will be estimates only and time will not be of the essence for performance of the Inspection Services.

1.3               Idwal will have the right to make any changes to the Inspection Services which are necessary to comply with any applicable law or safety requirement, or which do not materially affect the nature or quality of the Inspection Services, and Idwal will notify the Customer of any required changes.

1.4               Idwal warrants to the Customer that the Inspection Services will be provided using reasonable care, skill and diligence and in accordance with normal professional standards within the shipping industry.

1.5               Idwal will be entitled to procure performance of its obligations hereunder by appointing a suitable Substitute to perform the Inspection Services on its behalf. Any performance of all and any of Idwal’s obligations by the Substitute will:

1.5.1           be and constitute full and sufficient performance by Idwal of its obligations under the Inspection Contract; and

1.5.2           be without prejudice to the rights of the Customer for any failure by Idwal in performance of Idwal’s duties and obligations,

and notwithstanding performance by the Substitute, Idwal will remain solely responsible to the Customer for the performance of its obligations hereunder.

2. Customer’s inspection obligations

2.1               The Customer will:

2.1.1           ensure that the terms of the Inspection Order and any information it provides in the Inspection Specification are complete and accurate;

2.1.2           co-operate with Idwal in all matters relating to the Inspection Services including, without limitation, the appointment of a Customer representative (who will be notified to Idwal upon appointment);

2.1.3           provide Idwal, its employees, agents, consultants, and subcontractors, with access to the Vessel, premises, office accommodation and other facilities as reasonably required by Idwal, which will include making all necessary arrangements, at the Customer’s expense, to provide carriage from the port of docking of the Vessel, to the Vessel itself;

2.1.4           provide Idwal promptly with such records, information and materials as Idwal may reasonably require in order to supply the Inspection Services, and ensure that such information is accurate in all material respects;

2.1.5           ensure the Vessel and/or premises for the supply of the Inspection Services, including, without limitation, ensuring that those parts of the Vessel and/or premises which Idwal is required to access are free from hazardous materials and are a safe working environment;

2.1.6           obtain and maintain all necessary licences, permissions and consents which may be required before the date on which the Inspection Services are to start;

2.1.7           be responsible for notifying Idwal of all relevant health and safety, environmental, operational and security policies and procedures from time to time in force at the Vessel, premises, and/or the relevant port authority at the location at which the Vessel is situated, including all requirements for accessing and boarding the Vessel, and accessing confined spaces within the Vessel itself; and

2.1.8           keep and maintain all Idwal Materials in safe custody at its own risk, maintain the Idwal Materials in good condition until returned to Idwal, and not dispose of or use the Idwal Materials other than in accordance with Idwal’s written instructions or authorisation.

2.2               If Idwal’s performance of any of its obligations under the Inspection Contract is prevented or delayed by: (i) any act or omission by the Customer; or (ii) failure by the Customer to perform any relevant obligation (Customer Default):

2.2.1           Idwal will without limiting its other rights or remedies have the right to:

(a)        suspend performance of the Inspection Services until the Customer remedies the Customer Default; and

(b)        rely on the Customer Default to relieve it from the performance of any of its obligations to the extent the Customer Default prevents or delays Idwal’s performance of any of its obligations;

2.2.2           Idwal will not be liable for any costs or losses sustained or incurred by the Customer, arising directly or indirectly from Idwal’s failure or delay to perform any of its obligations; and

2.2.3           the Customer will reimburse Idwal on written demand for any costs or losses sustained or incurred by Idwal arising directly or indirectly from the Customer Default.  

3. Reliance on Reports and Inspections

3.1               The Inspection Services are provided to the Customer, and the Report provided by Idwal is:

3.1.1           personal to, and for the private and confidential use of, the Customer; and

3.1.2           issued solely to the Customer.

3.2               The Report may not be shared with, or relied upon by, any other party without the express written consent of Idwal.

3.3               Where the Customer wishes to offer third parties access to the Report in respect of such Vessel, the Customer agrees that each such third party will only be able to access the Report:

3.3.1           upon accepting and agreeing to be bound by the applicable terms of this Agreement; and

3.3.2           in consideration of payment of any applicable fee.

3.4               Any Inspection of a Vessel provided as part of the Inspection Services will be, unless otherwise agreed in writing by the Parties:

3.4.1           subject to the Specification set out in the Inspection Order;

3.4.2           limited to those areas of a Vessel which are visible, exposed, uncovered, readily accessible, and made available to Idwal (or its Substitute);

3.4.3           superficial in nature, without any investigation into the water tightness or integrity, suitability for business or trade, operational efficiency or performance of the Vessel, or her machinery or equipment; and

3.4.4           applicable only at the time and date the Inspection is being conducted.

3.5               Any breach of this Clause 3 will be deemed an irremediable, material breach of the Agreement enabling termination in accordance with Clause 13 (Term and termination).

4. Confidentiality

4.1               Idwal will not disclose the Report to third parties without either:

4.1.1           prior written consent of the Customer; or

4.1.2           the Customer choosing to share the Report directly through the Platform's sharing functionality.

5. Termination of the Inspection Contract

5.1               Without limiting its other rights or remedies, each Party will have the right to terminate the Inspection Contract by giving the other Party five (5) days' written notice. In the event of such termination by the Customer, the Customer will:

5.1.1           reimburse Idwal for all work performed up to the date on which the termination takes effect; and

5.1.2           pay all costs and expenses reasonably incurred by Idwal as a consequence of such termination.

5.2               Idwal will use all reasonable endeavours to meet any performance dates specified in the Inspection Order, but any such dates will be estimates only and time will not be of the essence for performance of the Inspection Services.

5.3               Where a Customer places multiple Inspection Orders, each such order shall constitute a separate Inspection Contract, and termination of one Inspection Contract shall not affect any other Inspection Contract then in force between the Parties.

6. Recovery of sums due

6.1               Wherever under the Inspection Contract Idwal considers that any sum of money is recoverable from, or payable by, the Customer, that sum may be deducted from any sum then due, or which at any later time may become due, to the Customer under the Inspection Contract or the Agreement, or under any other agreement or contract with Idwal.

7. Disclaimer

7.1               Clause 11 (Disclaimer) of Section 2 applies to Inspection Services. 

SECTION 5: REPORT ACCESS TERMS

If the Service includes access to existing Reports (rather than the commissioning of new Inspection Services), the following Report Access Terms will be included as part of the Agreement. 

1. Provision of Report Access

1.1               Idwal provides access to the Report to the person purchasing such access ("Report Purchaser"), and the Report Purchaser accepts the Report, subject to these Terms of Service.

2. Intellectual Property Rights

2.1               All Intellectual Property Rights in or arising out of or in connection with the Report shall be owned by, and are the exclusive property of, Idwal. The Report Purchaser shall not in any way infringe the Intellectual Property Rights of Idwal.

2.2               Idwal grants to the Report Purchaser a fully paid-up, worldwide, non-exclusive, royalty-free, perpetual and irrevocable licence to access and use the Report for the Report Purchaser's internal business purposes, subject to these Terms of Service.

2.3               The Report Purchaser acknowledges that, in respect of any third party Intellectual Property Rights in the Report, the Report Purchaser's use of any such Intellectual Property Rights is conditional on Idwal obtaining a written licence from the relevant licensor on such terms as will entitle Idwal to license such rights to the Report Purchaser.

3. Idwal's Confidentiality Obligations

3.1               Idwal shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes, or initiatives which are of a confidential nature and have been disclosed by the Report Purchaser, and any other confidential information concerning the Report Purchaser's business, products, or services which Idwal may obtain. Idwal shall restrict disclosure of such confidential information to such of its employees, agents, or subcontractors as need to know it, and shall ensure that such persons are subject to obligations of confidentiality corresponding to those which bind Idwal.

3.2               Notwithstanding Section 5 Clause 3.1, Idwal shall be entitled to use information about report access and platform activity in aggregated or anonymized form for Idwal's market intelligence, business development, and product development purposes.

4. No Third Party Reliance

4.1               The Report is personal to, and for the private and confidential use of, the Report Purchaser, and is issued solely to the Report Purchaser.

4.2               The Report may not be relied upon by any other party without the express written consent of Idwal.

5. Penalty for Unauthorised Disclosure

5.1               Clause 7 (Penalty for unauthorised disclosure) of Section 2 applies to Report Purchasers, with references to "Customer" read as "Report Purchaser".

6. Disclaimer

6.1               Clause 11 (Disclaimer) of Section 2 applies to Report Access Services.

7. Himalaya Clause

7.1               Clause 14 (Himalaya) of Section 2 applies to Report Access Services, with references to "Customer" read as "Report Purchaser" and references to "Services" read as "Report Access".