GENERAL TERMS AND CONDITIONS THAT APPLY TO ANY CONTRACT BETWEEN CONTRACTOR AND ANY USER OF THE WEBSITE
(hereinafter called “GC”)
SECTION A. GENERAL TERMS AND CONDITIONS THAT APPLY BETWEEN CONTRACTOR AND ALL USERS
1. Definitions
In any CONTRACT the following terms shall have the following meaning
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CANDIDATE |
means “any person who is proposed to COMPANY by CONTRACTOR” |
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CLAUSE |
means “a clause of these GC” |
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COMPANY |
means “any party that makes use of the SERVICES offered by CONTRACTOR” |
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CONTRACT |
means “any contract entered into between CONTRACTOR and a USER” |
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CONTRACTOR |
means “The company existing under the law of the Netherlands “SubseaXpert” (registered company no. 537.46.074), having its registered place of domicile at 52 Weidemolen, (1733 PC) Nieuwe Niedorp, the Netherlands”.
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DAMAGES |
means “any claims, losses, costs (including legal costs) or damages whatsoever” |
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FREELANCER |
means “any diving and/or ROV personnel who publish their details on the WEBSITE” |
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RECRUITMENT |
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SECTION |
means “a section of these GC” |
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SERVICES |
means “a) CONTRACTOR making details of FREELANCERs accessible to COMPANY on the WEBSITE and b) CONTRACTOR carrying out a search to find CANDIDATES for the COMPANY” |
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USER |
means any FREELANCER, CANDIDATE or COMPANY. |
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WEBSITE |
means “the website that is published on www.subseaxpert.com, including the database containing data of FREELANCERS that forms part of that website” |
2.1. CONTRACTOR shall carry out all of its obligations under the CONTRACT and shall execute the SERVICE with all due care and diligence and with the skill to be expected of a reputable contractor experienced in the type of SERVICE being offered under the CONTRACT.
2.3. CONTRACTOR reserves the right to (i) (partly) take the WEBSITE off line for maintenance, repair or improvement purposes and (ii) without notice to modify parts of the WEBSITE.
2.4. CONTRACTOR cannot guarantee that the WEBSITE is free of errors, defects, computer viruses, computer worms, Trojans horses, rootkits, spyware, dishonest adware or other malicious or unwanted software, including true viruses.
2.5. CONTRACTOR shall take the care that can be expected from a reputable contractor to ensure that data uploaded to the WEBSITE by FREELANCERS is correct and free from errors but is not responsible for the correctness of or any errors in data of FREELANCERS published on the WEBSITE.
2.6. CONTRACTOR is in no way whatsoever responsible for the manner in which any FREELANCER or CANDIDATE may or may not carry out any work for any COMPANY that may employ that FREELANCER or CANDIDATE.
2.7. It remains the duty of the COMPANY to take the ultimate decision to decide whether or not a FREELANCER or CANDIDATE is suitable for employment by the COMPANY.
3. Exclusion and limitation of liability
3.1. CONTRACTOR shall not be responsible for any DAMAGES suffered by any FREELANCER, COMPANY or CANDIDATE, regardless of what the cause of the DAMAGES was, even if such cause is negligence or breach of duty of CONTRACTOR.
3.2. In the event that regardless of the exclusion of liability contained in CLAUSE 3.1. of SECTION A, CONTRACTOR should be found liable for DAMAGES, in no event whatsoever shall CONTRACTOR be liable for any loss of income, loss of profit, loss of production or for any consequential or indirect loss suffered by any USER.
3.3. . In the event that regardless of the exclusion of liability contained in CLAUSE 3.1. of SECTION A, CONTRACTOR should be found liable for DAMAGES, its total liability shall be limited to the amount actually paid by the COMPANY under the CONTRACT and, if no event has been paid, until a maximum amount of EURO 1,500.- (say one thousand five hundred euros).
4. Condidentialiy
CONTRACTOR shall at no time without the prior written agreement of the COMPANY make any publicity or announcements concerning any CONTRACT with the COMPANY.
5. Business Ethics
Both CONTRACTOR and USER shall uphold the highest standards of business ethics in the performance of the CONTRACT. Honestly, fairness and integrity shall be paramount principles in dealing between parties.
6. Intellectual Property Rights
USERS agree that CONTRACTOR is the owner or licensee of all intellectual property rights in the WEBSITE including all data that any FREELANCER publishes on the WEBSITE.
7. Law and jurisdiction
The law of the Netherlands shall apply to any CONTRACT between any USER and CONTRACTOR. The competent court of of Rotterdam, the Netherlands shall be competent to decide any dispute under or in connection with this CONTRACT.
SECTION B. TERMS AND CONDITIONS THAT APPLY BETWEEN CONTRACTOR AND A FREELANCER
1. General
1.1. By publishing his / her (hereinafter called “his”) details on the WEBSITE a FREELANCER enters into a CONTRACT with CONTRACTOR and thereby accepts the applicability of these GC.
1.2. By publishing his details on the WEBSITE the FREELANCER authorises CONTRACTOR to make those details public and accessible to COMPANY’s and third parties.
1.3. CONTRACTOR has the right, for whatever reason, to remove any FREELANCER´s data from the WEBSITE and/or to deny any FREELANCER access to the WEBSITE.
1.4. In the event that a FREELANCER’s data is not up-to-date such data will stay on the WEBSITE but will not be visible for COMPANY. As soon as all data is updated the FREELANCER’s data will be visible for COMPANY again.
1.5. CONTRACTOR is not responsible for the selection of FREELANCERS by COMPANY and/or the frequency a FREELANCER is selected via CONTRACTOR.
C. TERMS AND CONDITIONS THAT APPLY BETWEEN CONTRACTOR AND COMPANY
SECTION C.(i). COMPANY’S RIGHT OF ACCESS TO DATABASE
1. General
1.1. COMPANY is only authorised to use the data from the WEBSITE within its own company for the specific “CONTRACTOR membership” period. COMPANY is not authorised to distribute the data to third parties.
1.2. COMPANY is not authorised to disclose, copy or multiply (part of) the data from the WEBSITE.
1.3. COMPANY is authorised to use the data from the WEBSITE to fulfil an open position within its diving and/or ROV team.
1.4. Access to the WEBSITE is for a single user. In the event that COMPANY wishes to access the WEBSITE with more than one user, it must purchase an additional subscription for each additional user.
1.5. COMPANY agrees that it shall not use software or hardware tools (developed by COMPANY or third parties) to spider, scrape or search through the WEBSITE.
1.6 6.COMPANY shall not publish data from the WEBSITE on the COMPANY website or elsewhere.
1.7.The login details for the WEBSITE are COMPANY specific. COMPANY shall not share these login details with other companies or third parties. The login details may only be used within the COMPANY. Company is responsible for the modification of the login details, when required, to avoid abuse of the details within its own company or by other companies.
1.8. Any breach of CLAUSE 1 of SECTION C (i) shall be deemed to be improper use of the WEBSITE and a breach of CONTRACT allowing CONTRACTOR to terminate the CONTRACT with immediate effect at no liability for the CONTRACTOR whatsoever. Any payments made by COMPANY to CONTRACTOR prior to such termination shall be non-refundable and any payments still due by COMPANY to CONTRACTOR shall remain due.
2. Payment
2.1. The prices for access to the WEBSITE (“PRICES”) are published on the WEBSITE. CONTRACTOR may modify those prices from time to time.
2.2. All PRICES are in Euro’s. To these prices Value Added Tax (“BTW”) shall be added as appropriate. CONTRACTOR shall issue to the COMPANY a proper Value Added Tax invoice, which shall detail the proper amount of such Value Added Tax payable.
3. Beginning and end of access to the WEBSITE
2.3. The WEBSITE shall become accessible to COMPANY after receipt of payment by CONTRACTOR of the applicable PRICE for the chosen subscription period. On expiry of the purchased subscription period, access to the WEBSITE shall be cut off, unless the subscription is extended before the expiry date.
SECTION C.(ii). RECRUITMENT BY CONTRACTOR FOR COMPANY
1. General
1. CONTRACTOR may accept a RECRUITMENT ORDER from COMPANY. Before CONTRACTOR accepts a RECRUITMENT ORDER, COMPANY needs to advise CONTRACTOR a detailed profile for the CANDIDATE (required qualification, required certification, other COMPANY specific requirements), the scope of work of the project and preferably the day-rate of the CANDIDATE.
2. In the event that CONTRACTOR accepts a RECRUITMENT ORDER it shall use its best endeavours during a two week period to find suitable CANDIDATES for COMPANY. CONTRACTOR shall endeavour to find at least two suitable CANDIDATES per position. COMPANY is responsible for the final choice and further contact, contract details, etc. with the selected candidates.
3. In the event that CONTRACTOR cannot find a suitable CANDIDATE it shall inform COMPANY of this fact after the aforementioned two week period.
SECTION C(iii) PROJECT MANAGEMENT
CONTRACTOR can also supply Project Management service to Companies. The terms and conditions for project management services will be agreed on a project by project basis.