Terms of Service
Last update: November 6, 2023
In order to use Searoutes’ Services, an Agreement will need to be signed by the Client. By accessing or using our SaaS software, you agree to comply with and be bound by the following terms.
- SEAROUTES is an API data provider. The service description, for each API, can be found on https://developer.searoutes.com. The API shall be available in SaaS mode including hosting, implementation, corrective and perfective maintenance, and support.
- SEAROUTES will use commercially reasonable efforts to make the SEAROUTES API available 99.9% of the time.
- SEAROUTES support’s priority and guaranteed response times.
Your ticket’s priority level will be assigned by the SEAROUTES’ agent upon submission to firstname.lastname@example.org based on how an issue impacts your business. The table below is a quick reference to the support levels you can expect according to the ticket priority and issue status.
- SEAROUTES’ support teams work standard business hours: 9:00AM to 6:00PM CET, Monday through Friday.
GRANT OF LICENSE & LIMITATIONS
- Upon registration and payment of the fee the Client will get access to SEAROUTES’ API as specified in the Agreement and may copy and use for its own use. This license extends to the client, its parent, and to subsidiaries and/or members of the customer and its parent.
- The Client is allowed to permit access to the API data, sell, sub-license, or distribute any information provided to the Client by SEAROUTES to persons or companies with which it has a commercial relationship.
- The Client may not permit access to the API data or sell, sub-license or otherwise distribute any information provided to the Client by SEAROUTES to persons or companies that are in competition to SEAROUTES.
- The duration of the Service is stated in the Agreement. The Agreement shall afterwards be automatically renewed for periods of one (1) year unless terminated by one of the parties at least 120 days before the end of the term.
- In the event of any termination, Client is only permitted to use API Data delivered by SEAROUTES exclusively for the purpose disclosed to SEAROUTES during onboarding (“Purpose”, as defined below). Client is not permitted to use the data to develop any product or service derived from the data that has not been disclosed to and approved by SEAROUTES.
- “Purpose” means Client’s use of the API Data, (i) to analyze process optimization including but not limited to supply chain optimization and reduction of carbon footprint, and (ii) to prepare and provide to Client’s customer(s) carbon emission reports.
- The remuneration and the payment terms are defined in the Agreement.
- Client will be billed on the frequency specified in the Agreement and payment of such fees will be due within thirty (30) days of the date of each invoice provided that SEAROUTES has provided the billed Services.
- All payments will be made in Euros. Late payments hereunder, other than amounts which are the subject of a good faith dispute between the parties, will accrue interest at a rate of one and one-half percent (1 1/2%) per month, or the highest rate allowed by applicable law, whichever is lower.
- SEAROUTES is entitled to stop delivery of the SEAROUTES’ Data in case the Client is more than two weeks in behind with the payment of an invoice.
- Any discounts applied in the agreement will only be valid for the first year of services.
- The agreement price shall be subject to an annual adjustment based on the Consumer Price Index (CPI) published by Eurostat Index or a similar index if the CPI is no longer available. The adjustment shall be calculated by multiplying the original contract price by the percentage change in the CPI from the previous year. The adjustment shall be rounded to the nearest euro. The adjustment shall take effect every June 1st and will be reflected on the first invoice sent for the year. If the CPI has decreased or remained unchanged since the previous adjustment, no adjustment shall be made.
- Any modifications to the contract terms that occur outside of the originally specified dates will be handled in one of the following ways:
- Prorated Adjustment for Yearly Invoicing: In the case of a contract update, the fees will be adjusted on a prorated basis to align with the annual invoicing cycle. This ensures that any changes made mid-year are accounted for proportionally.
- Upgrade in the Subsequent Month: Alternatively, if an upgrade is required, it will be implemented in the following month. This adjustment will not affect the overall duration of the contract.
- These provisions are designed to offer flexibility while maintaining the integrity of the contract’s agreed-upon timeframe.
- For any invoicing questions or comments, please email billing@Searoutes.com
WARRANTIES / LIABILITY
SEAROUTES has used commercially reasonable efforts in building its comprehensive competitive API service, but makes no guarantee of the accuracy or completeness of the information. SEAROUTES specifically disclaims any other warranty, including the warranties of merchantability and fitness for a particular use.
INDEMNITY AND LIABILITY/LIMITATION
In no event shall SEAROUTES be liable for any incidental or consequential damages. SEAROUTES’ liability is limited to direct damages up to a maximum of the fee paid as described in the API & DATA Provision Agreement.
- Changes and additions to the Agreement have to be in writing in order to be valid.
- There are no side-agreements, not in writing or verbal. The Agreement represents a negotiated contract and no portion shall be construed for or against either Party by virtue of it having been drafted by that Party.
- At any time during the effective term of this Agreement, Client may request and SEAROUTES shall not unreasonably refuse the Client’s request to upgrade the service bundle. Additional charges arising from such upgrade shall be paid by the Client on pro-rata basis. All other terms and conditions of the contract are to remain the same.
- The Agreement will be construed in accordance with and governed by French law and the parties submit to the jurisdiction of the courts of Marseille, France. Nevertheless, SEAROUTES is entitled to sue Client at its general venue.
- Client authorizes SEAROUTES to use its name, logo and/or trademark without notice, in connection with certain promotional materials. The promotional materials may include, but are not limited to, brochures, video tape, internet website, press releases, advertising in newspaper and/or other periodicals, social media.