IDEA - Terms & conditions

Clause 1 - Applicable Terms

  1. The Use of the BIMCO IDEA•2 Internet Document Editing Application (hereinafter the “EDITOR”) shall be governed by these Terms of Use or any amendment hereof (hereinafter the “TERMS”). Your use of the EDITOR will be subject to the latest and at any time current version of the TERMS.
  2. By filling out the registration details and by ticking the “I accept the Terms of Use” checkbox below this document you shall be deemed to have accepted the TERMS including the provisions on choice of law and jurisdiction.
  3. These TERMS constitute a binding agreement between you and BIMCO Informatique A/S (hereinafter “BIAS”).

Clause 2 - Authorisation

  1. You are hereby authorised to use the EDITOR only on the provisions as set out in the TERMS and provided payments, considerations and all other obligations incumbent on you according to the TERMS are complied with at any time.
  2. BIAS grants you a limited, non-exclusive licence for the sole purpose of using the EDITOR through Internet based access with the personal password provided to you. You are authorised to retrieve copies of BIMCO documents, documents approved by BIMCO and other third party documents, as BIMCO may make available, (together the “DOCUMENTS”) in consideration of payment as specified in Clause 3 and to insert and edit individual text to the DOCUMENTS.
  3. Hardcopy printing is available in 2 ways, either authorised via a closed electronic delivery to one of your designated personal e-mail addresses or from BIMCO’s website as downloads of latest printed copy. Hardcopy prints may only be used for the specific single contracting purpose for which a document has been edited by you and may not be reproduced fully or in part for any other purpose.
  4. You may not translate, modify, adapt, disassemble, decompile, or reverse engineer any of the DOCUMENTS in PDF-file format (whether in the original form or as amended by you) or any EDITOR program or file. Except as expressly provided in Clause 2.3 you may not create derivative works based on such programs or files or DOCUMENTS or any portions thereof.
  5. With the reservation for electronic forwarding of the DOCUMENTS in PDF-file format via e-mail or other telecommunication device to counter parties and their advisors, neither the DOCUMENTS nor any other material, whether in the original form or as amended by you, may be broadcasted, disseminated or otherwise made publicly available on any media by you.

Clause 3 - Payments

  1. You will be charged for using the EDITOR in accordance with the Tariff of charges published on the BIMCO website (www.bimco.org). The EDITOR is available in two different versions as detailed in the Tariff. Use of the EDITOR using the IDEA•2 STANDARD scheme requires the payment of a yearly subscription fee which shall be payable on the commencement of this agreement and thereafter every year on the anniversary date of commencement of the subscription. There is no subscription fee for the EDITOR using the IDEA•2 FREE scheme.
  2. You will be charged for using the EDITOR in accordance with the Tariff of charges published on the BIMCO website (www.bimco.org). You may print an unlimited number of draft copies of documents free of charge. Prints of final copies of documents shall be charged in “Print Counts” in accordance with the Tariff published on the BIMCO website, see Clause 3.6.
  3. BIAS may make changes to the subscription fee for IDEA•2 STANDARD and printing charges for IDEA•2 STANDARD and IDEA•2 FREE, but shall provide you with at least thirty days’ advance notice of any change.
  4. Fees and any taxes charged shall be due and payable according to the Tariff.
  5. A subscription to the EDITOR using the IDEA•2 STANDARD scheme expires automatically one (1) year from the date of commencement, unless renewed. A Subscription to the EDITOR using the IDEA•2 FREE scheme runs continuously unless terminated by either party in accordance with the provisions of Clause 8.
  6. "Print Counts" means the credit units purchased by users to enable final prints of documents to be made. The cost of Print Counts and the number of Print Counts required to print individual documents shall be in accordance with the applicable Tariff published on the BIMCO website. The transfer of Print Counts between IDEA•2 STANDARD and IDEA•2 FREE schemes (and vice versa) is subject to pro-rating in accordance with the published Tariff.

Clause 4 - Data Storing

  1. Individual text and/or amendments to the documents made by you may, by using the EDITOR’s “save” function, be stored on a separate filing space on BIAS’s designated servers or be printed directly without storing on such servers in accordance with the printing transmission procedure described in Clause 2.
  2. BIAS shall provide and maintain storage space for the storage of your data, limited to a maximum storage capacity of 100 Mb per registered account. The storage is made at your own risk and BIAS shall not be liable for any direct or consequential damages whatsoever, for loss of data, malfunction or unavailability of any such data stored with BIAS, save where such loss of data has been caused by BIAS’s gross negligence.
  3. Notwithstanding the above BIAS reserves its right to delete any stored data under an account which (i) has not been accessed for 2 years, or which (ii) contains information that contravenes or violates criminal laws, mandatory provisions or public order, policy or customs.
  4. Subject to the above, BIAS shall act only in accordance with instructions from you in relation to stored data, as data responsible. BIAS has taken reasonable necessary technical and organisational safety measures to prevent that data are intentionally or illegally destroyed, lost or deteriorated, to prevent the data being made available to persons other than yourself (or persons authorised by you) and to prevent the data being used inappropriately, abused or otherwise treated in violation of the Danish Data Protection Act by any unauthorised person. BIAS may disclose personal information when required by law or in the good faith belief that such action is necessary in order to conform to the edicts of the law or comply with a legal process served on our website. By accepting the TERMS you shall be deemed to have declared to BIAS that the storing of the data with BIAS as requested by you from time to time complies with the provisions in the Data Protection Act.
  5. After expiry of your subscription, upon request, BIAS shall remit to you in PDF-file format any data stored by you on the EDITOR. BIAS reserves the right to delete any unclaimed data belonging to an expired registered account six (6) months after the date of expiry.

Clause 5 - Warranties, Disclaimers and Limitation of Liability

  1. Except as expressly provided otherwise in a written agreement between you and BIAS, all materials and services on the EDITOR are provided on an “as is” basis without warranty of any kind, whatsoever, either express or implied, including, but not limited to warranties of merchantability or fitness for a particular purpose. Without limiting the foregoing, BIAS makes no warranty that (i) the services and materials will meet your requirements or that (ii) any errors in the software obtained from the EDITOR will be corrected. Any implied warranties are limited to ninety (90) days.
  2. Technical inaccuracies or typographical errors could occur on the EDITOR. BIAS may make changes to the documents on the EDITOR, including the prices and descriptions of any products listed herein, at any time without notice. BIAS reserves the right to withdraw outdated DOCUMENTS (i.e., BIMCO documents or BIMCO approved documents superseded by a revised or new edition) from the EDITOR.
  3. The use of the services provided by the EDITOR is done at your own discretion and risk and with your agreement that you will be exclusively responsible for loss of data stored on, or any other unusual malfunction to, your computer that results from using the EDITOR. No advice or information, whether oral or written, obtained by you from BIAS or through or from the EDITOR shall create any warranty not expressly stated in the TERMS.
  4. Termination shall be your only remedy against BIAS for (i) any event where you for any reason are dissatisfied with (a) the EDITOR or BIAS, including any provision of these TERMS or any changes made to them in accordance with this agreement; (b) your ability to access and use the EDITOR; or (c) the amount and type of fees incurred by you or (ii) any event of default from BIAS.
  5. BIAS makes no warranty for any minimum operation (up-time) period of the EDITOR. And any interruption of the services of the EDITOR whether due to maintenance, repair or other malfunction shall not entitle you to any refund of part of the annual subscription fee. Any liability for indirect damages, including but not limited to consequential damages, loss of profits, loss of savings, losses caused by interruption of operations and the costs of reproduction or repair of wholly or partially lost data and/or information, is excluded.
  6. By enabling the "Auto-fill” feature you give BIAS express permission to store information like company names, addresses and vessel details in the mini-database. The "auto-fill feature" and associated "mini-database" lets you easily complete entry of the contract data fields. If enabled, IDEA automatically saves some of the information you enter while editing the contracts. BIAS or BIMCO accepts no responsibility or liability for the validity of the content stored in the mini-database.
     

Clause 6 - Force Majeure

  1. BIAS is not liable for any loss incurred due to an interruption of the service or failure to deliver such service caused by incidents beyond BIAS’s reasonable control, including but not limited to thunder storms, fire, floods, strikes and lockouts, network overload, malfunctions in external networks, servers and system breakdowns.

Clause 7 - Copyright

  1. The contents and software of the EDITOR is protected by copyright or other intellectual property rights and owned by BIAS unless otherwise stated and may only be used in accordance with the TERMS.
  2. All BIMCO DOCUMENTS, all BIMCO clauses, indexes, menus and all information, software, images, illustrations, graphics, text, etc, are protected by copyright as the property of BIMCO. Any attempt of copying, viewing, publishing or otherwise using or reproducing these materials by you, or anyone else, is unless specifically permitted by the TERMS prohibited and may violate copyright laws, trademark laws and/or other regulations and statutes.
  3. No right, title or interest in any material found on this EDITOR is transferred to you as a result of the authority to use the EDITOR according to the TERMS. BIAS reserves complete title and full intellectual property rights in any content you print from this EDITOR. Except as expressly provided above, you may not copy, download, reproduce, modify, publish, distribute, transmit, transfer or create derivative works from the content without obtaining prior written consent of BIAS.
  4. You may not on a temporary or permanent basis without the prior written consent of BIAS rent, lease, sub-licence, sell, assign, pledge or otherwise transfer the licence or the DOCUMENTS made available to you on the EDITOR in accordance with the TERMS.

Clause 8 - Termination

  1. BIAS may modify the TERMS, but shall provide you with at least thirty days’ advance notice of any change. Either party may terminate the subscription with thirty days’ prior written notice. If you terminate your subscription to the EDITOR you shall not be entitled to a refund on your unused Print Counts and/or any remaining proportion of the subscription fee.
  2. Notwithstanding 8.1 BIAS may terminate and/or suspend, without notice, your subscription to the EDITOR if you fail, at any time, to comply with these TERMS or otherwise are in default with your obligations under the licence. If BIAS terminates your subscription to the EDITOR in accordance with this Clause 8.2 you shall not be entitled to a refund on your unused Print Counts and/or any remaining proportion of the subscription fee.

Clause 9 - Jurisdiction and Applicable Law

  1. The TERMS shall be governed by and construed under the laws of Denmark, without conflict of law principles to the contrary.
  2. Any legal action with respect to any transaction subject to the TERMS must be commenced within one year after the cause of action has arisen. Any disputes relating to these Terms or otherwise arising as a result of the use of the services on the EDITOR shall be subject to jurisdiction with the Danish Courts competent as principal jurisdiction for BIAS. By accepting this Agreement you are also accepting to be bound by the Danish courts and to have waived any claim that venue is improper for any reason with these courts.