OceanScore – General Terms and Conditions (“GTC”)

1. Definitions

1.1 ‘OCEANSCORE’ means OceanScore Madeira Lda. (Zona Franca da Madeira), Rua da Alfândega, n.o 78, 3.o B, 9000-059 Funchal, Madeira, Portugal, or, if applicable, a different distributor which concludes the contract with the Client (e.g. OceanScore GmbH), as designated in the respective Order.

1.2 ‘Client’ means the entity who has entered into a Subscription with OCEANSCORE.

1.3 ‘Parties’ means OCEANSCORE and the Client (each individually referred to as ‘Party’)

1.4 ‘Order’ means a binding offer by the Client to subscribe to a specific OceanScore Product by the official means provided by OCEANSCORE (e.g. analogue or digital order form).

1.5 ‘Subscription’ means, upon OCEANSCORE’s acceptance of the Client’s Order of a Product subscription or purchase and access to the ordered OceanScore Product subject to these GTC.

1.6 ‘Confidential Information’ means any non-public information, data, materials, trade secrets, know-how, or proprietary information disclosed by one party (“Disclosing Party”) to the other party (“Receiving Party”) in connection with the business relationship of the Parties. Confidential Information shall not be information which

• a. is already in the public domain at the time of disclosure or subsequently becomes part of the public domain through no fault of the Receiving Party.
• b. is independently developed by the Receiving Party without reference to the Confidential Information disclosed under this agreement.
• c. is lawfully obtained by the Receiving Party from a third party without any obligation of confidentiality.
• d. is required to be disclosed by law, regulation, or court order, provided that the Receiving Party gives the Disclosing Party prompt notice of such requirement to allow the Disclosing Party an opportunity to seek protective measures.

1.7 ‘OceanScore Platform’ means the digital platform owned and operated by OCEANSCORE for the distribution of some digital OceanScore Products.

1.8 ‘OceanScore Products’ means any and all products distributed by OCEANSCORE (including digital and analogue, standard and customized products) as determined in the respective Order.

2. Scope of these GTC and Conclusion of Contract

2.1 These General Terms and Conditions (“GTC”) govern the Client’s legal relationship with OCEANSCORE in connection with the Client’s Subscription of the OceanScore Products.

2.2 Your Subscription shall be subject to the conclusion of separate Orders which incorporate these GTC. OCEANSCORE reserves the right to accept or deny any individual Orders in its sole discretion.

2.3 Use of the OceanScore Platform and the OceanScore Products is strictly restricted to commercial customers within the meaning of Sec. 14 German Civil Code (BGB).

3. Access to the OceanScore Products

3.1 Unless agreed otherwise between the Parties, the digital OceanScore Products are offered as Data-as-a-Service (DaaS) via digital remote access (e.g. data transfer via an API) or in digital copy and; analogue OceanScore Products are offered in text form.

3.2 The Client shall be responsible for assessing if the Client’s IT equipment (including systems and security standards) is compatible with the OceanScore Platform and OceanScore Products. OCEANSCORE assumes no responsibility in connection therewith.

3.3 OCEANSCORE does not warrant that the OceanScore Platform and/or OceanScore Products will be available without interruptions. However, OCEANSCORE will make reasonable efforts to reduce any downtime due to planned or unplanned maintenance or malfunctions.

4. Data Quality / No Financial, Tax or Legal Advice

4.1 ALL DATA INCLUDED IN THE OCEANSCORE PRODUCTS ARE OFFERED AS A SERVICE WITHOUT ANY WARRANTY REGARDING THE ACCURACY AND/OR TIMELINESS OF THE DATA. THE CLIENT IS AWARE THAT WHILE OCEANSCORE IS USING BEST EFFORTS TO ENSURE ACCURACY AND TIMELINESS OF THE DATA, THE METHODOLOGY USED FOR THE CALCULATION IS NOT ABLE TO GUARANTEE EXACT RESULTS IN EACH CASE. THE INFORMATION IS THEREFORE SOLELY INTENDED AS QUALIFIED APPROXIMATIONS AND ESTIMATES BASED ON THE ALGORITHMS DEVELOPED BY OCEANSCORE. OCEANSCORE DOES NOT VERIFY OR CERTIFY ANY RAW DATA PROVIDED BY THIRD PARTIES AS BASIS FOR THE DERIVED DATA ESTIMATED BY OCEANSCORE.

4.2 THE OCEANSCORE PRODUCTS (IN PARTICULAR, BUT NOT LIMITED TO, ANY REVIEWS AND SCORES) ARE AND HAVE TO BE VIEWED AS NON-BINDING OPINIONS AND NOT AS RECOMMENDATIONS TO PURCHASE, HOLD OR SELL SECURITIES OR MAKE ANY OTHER FINANCIAL DECISIONS. OCEANSCORE DOES NOT PROVIDE ANY FINANCIAL, LEGAL, TAX, ADVISORY OR CONSULTANCY SERVICES TO THE CLIENT NOR DOES OCEANSCORE PROVIDE ANY ADVICE ON ANY TRANSACTIONS OF THE CLIENT. EACH CLIENT SHALL ASSESS THE INFORMATION PROVIDED BY OCEANSCORE INDEPENDENTLY WITH REGARD TO THE SPECIFIC INTENTS AND PURPOSES OF THE CLIENT.

4.3 In the event that the Client deems any information provided in the OceanScore Products inaccurate, incomplete, or outdated the Client may notify OCEANSCORE thereof. Any such notification shall be supported by relevant documentation and sufficient facts and information on which the Client’s understanding is based on. OCEANSCORE shall determine, based on the Client’s notification, if a correction of the information is necessary.

4.4 In cases of notifications pursuant to Sec 4.3 the Client agrees that OCEANSCORE may use the provided vessel data (i) to update existing data that has either been estimated, is outdated or less accurate than the data provided by the Client and to display any corrected vessel data in OceanScore Products as well as (ii) for the internal evaluation, validation and optimization of OCEANSCORE own data and algorithms and (iii) the development of derived data, products, reports and statistics.

4.5 In any other cases in which the Client provides OCEANSCORE with specific vessel data (e.g. by submitting data sheets such as ‘noon reports’ to OCEANSCORE), OCEANSCORE will in general solely use such data for (i) the provision of the services to the Client, (ii) to update estimated data already included in OceanScore Products as described in Sec 4.4 (i) and (iii) for the internal purposes described in Sec. 4.4 (ii) (e.g. validation and optimization of OCEANSCORE own data and products). Apart from corrections to data already displayed, OCEANSCORE will not display the data vis-à-vis third parties, unless the Client grants OCEANSCORE express consent in an individual case. However, OCEANSCORE may use the data to create and display in products aggregated and/or derived data and products, provided that such aggregated and/or derived data does not allow any conclusions to the Client or the specific vessel. For the avoidance of doubt: OCEANSCORE will treat documents provided as proof by the Client (e.g. certificates) confidential.

5. Restricted Rights of Use

5.1 For the term of the Subscription, and conditioned upon the Client’s compliance with these GTC OCEANSCORE grants the Client a non-exclusive, non-sublicensable, non-transferrable, revocable right to access and use the subscribed OceanScore Products.

5.2 The license is limited to the Client’s internal informative use. The Client is solely allowed to access and display the OceanScore Products as provided by OCEANSCORE. Otherwise, unless expressly agreed in writing, the Client shall be prohibited from copying, modifying, creating derivatives of, distributing, broadcasting, transmitting, reproducing, publishing, licensing, transferring, selling, or otherwise using any information contained in or derived from the OceanScore Products. In particular, but without limitations, the Client may not distribute or otherwise disclose any information contained in or derived from the OceanScore Products to any third parties and shall not copy, download or incorporate any such information in a database of its own. The Client shall treat the OceanScore Products and any and all information and data therein or relating thereto as Confidential Information (subject to the exceptions set forth in Clause 1.6).

5.3 The Client is not permitted to commercialize the OceanScore Products and/or information contained therein in any product, service, derivative or modified work or other commercial offer of any kind.

5.4 Any and all proprietary rights, including, without limitation, copyrights, trademarks, trade secrets, patents, designs and database rights, in and to the OceanScore Platform and/or the OceanScore Products, including, without limitation, any and all of the information, designs and software contained or included therein, are and shall at all times remain the sole and exclusive property of OCEANSCORE.

6. Duties of the Client

6.1 The Client shall ensure that any and all information the Client provides to OCEANSCORE is accurate, current and complete.

6.2 The Client shall ensure and be fully liable and responsible for its user’s compliance with the terms, conditions, limitations, and restrictions set forth in these GTC.

6.3 Since the Client is responsible for all activities under the Client’s account, the Client is responsible for keeping all passwords strictly confidential at all times and for taking appropriate and sufficient precautions against unauthorized access.

7. Usage of Artificial Intelligence

7.1. The Client acknowledges and agrees that OCEANSCORE may use artificial intelligence systems, including systems based on general-purpose AI models (“GPAI Models”) within the meaning of Article 3(63) of Regulation (EU) 2024/1689 of 13 June 2024 (the “AI Act”), in connection with the provision of the OceanScore Products. For the purposes of the AI Act, OCEANSCORE acts as a deployer of such AI systems, using them under its own authority as defined in Article 3(4) of the AI Act. OCEANSCORE does not act as a provider of any GPAI Model within the meaning of Article 3(3) of the AI Act.

7.2. The deployment of AI systems based on GPAI Models by OCEANSCORE in connection with the OceanScore Products shall be limited to the following use cases:

• a) analysing commercial and vessel-related data, supporting EU Allowance (EUA) trading activities, generating forecasts, and facilitating pooling arrangements, including through integration of data from the OceanScore Pooling Exchange (OPX);
• b) developing simulations, benchmarks, and analytical models, including for the purpose of evaluating and identifying suitable commercial counterparties, and
• c) assisting with regulatory compliance assessments, including compliance balance calculations and selection of appropriate compliance mechanisms;

7.3. In its capacity as a deployer of AI systems based on GPAI Models and in connection with the provision of OceanScore Products, OCEANSCORE shall:

• a) ensure that AI-assisted outputs are not used for regulatory submissions or any other purpose without prior human validation, being its use strictly limited to an assistive role, not replacing human judgment;
• b) ensure that all AI-assisted outputs are reviewed and assessed by OCEANSCORE personnel before being incorporated into any final product or deliverable provided to Clients. While reasonable care is applied, any AI output, whether standalone or incorporated into any final product, shall be subject to the same limitations and disclaimers set forth in Clause 4 (Data Quality / No Financial, Tax or Legal Advice) of these GTC, particularly with respect to accuracy and timeliness;
• c) ensure that staff members who use GPAI Systems in the provision of services have received appropriate training on the operation of such systems and are required to use them in accordance with the relevant GPAI system provider’s instructions of use;
• d) where any OceanScore Product interacts directly with natural persons (for example, through chatbots or other conversational AI interfaces), inform the Client that such interaction involves an AI system and label AI-generated content as required under Articles 50(1) and 50(2) of the AI Act, including by ensuring that outputs generated or manipulated by AI systems are marked in a machine-readable format and are detectable as artificially generated or manipulated, to the extent technically feasible.
• e) maintain logs and records of the use of AI systems in connection with the OceanScore Products to the extent required under applicable law, including under Article 26(6) of the AI Act where applicable, and carry out a fundamental rights impact assessment prior to deploying any AI system classified as high-risk under Annex III of the AI Act, should OCEANSCORE determine that any such system is used in connection with the OceanScore Products.

7.4. OCEANSCORE represents that all AI systems based on GPAI Models used in connection with the OceanScore Products are provided under subscription-based commercial licensing arrangements. OCEANSCORE does not use “community”, “trial”, “free”, or equivalent versions of such systems. OCEANSCORE shall ensure that such AI systems are configured to: (i) opt out of any training or model improvement using data belonging to OCEANSCORE or the Client; and (ii) disable retention of prompts, files, or outputs for analytical or service improvement purposes, except where strictly necessary for the technical provision of the service and only for the minimum duration required. Any data processed through such AI systems that constitutes Confidential Information of the Client shall be treated in accordance with Clause 1.6 of these GTC.

7.5. OCEANSCORE shall use all reasonable endeavours to deploy AI systems that integrate GPAI Models provided by GPAI model providers that: (i) have signed or committed to comply with the General-Purpose AI Code of Practice adopted under Article 56 of the AI Act and assessed as adequate by the AI Office and the European Artificial Intelligence Board; or (ii) otherwise demonstrate compliance with the obligations applicable to providers of GPAI Models under Chapter V of the AI Act, including through adherence to harmonised standards published pursuant to Article 40 of the AI Act.

7.6. To the extent personal data is processed through AI systems deployed by OCEANSCORE in connection with the OceanScore Products, such processing shall be subject to OceanScore’s Privacy Policy https://oceanscore.com/privacy-policy and shall comply with Regulation (EU) 2016/679 (General Data Protection Regulation) and any other applicable Union or national data protection law, as preserved by Article 2(7) of the AI Act. OCEANSCORE shall ensure that the use of AI systems does not result in any processing of personal data beyond what is strictly necessary for the purposes set out in Clause 7.2 above.

7.7. OCEANSCORE represents that, as of the date of these GTC, the AI systems deployed by OCEANSCORE in connection with the OceanScore Products are not classified as high-risk AI systems within the meaning of Article 6 and Annex III of the AI Act. For the avoidance of doubt, this representation extends to all contexts in which OCEANSCORE deploys AI systems that may affect natural persons, including, without limitation, the use of AI systems in recruitment, selection, or management of personnel within the meaning of Annex III, point 4, of the AI Act, where the affected data subjects may include candidates for employment and other persons who are not Clients. Should OCEANSCORE determine, at any time during the term of a Subscription, that any AI system used in connection with the OceanScore Products or in any other operational context covered by Annex III of the AI Act is or becomes subject to classification as a high-risk AI system under the AI Act, OCEANSCORE shall: (i) notify the Client thereof without undue delay; (ii) ensure compliance with all applicable obligations for deployers of high-risk AI systems under Chapter III, Section 3 of the AI Act, including, where applicable, the obligations towards affected data subjects other than the Client, such as candidates for employment; and (iii) update these GTC accordingly in accordance with Clause 12.

8. Term

8.1 Unless agreed expressly otherwise by the Parties in an Order, any Subscription of an OceanScore Product shall commence as of the date on which OCEANSCORE accepts the Client’s Order and will continue for an initial term of twelve (12) months thereafter. The term will automatically renew for successive twelve (12)-month terms unless terminated in accordance with these GTC.

8.2 Either Party may terminate the Subscription by issuing a notice of termination in written form at least three (3) months’ prior to the expiration of the then-current term. Such termination shall become effective at the end of the then-current term.

8.3 The Party’s statutory right for termination with immediate effect for cause shall remain unaffected. Such right shall in particular exist if

• a) a Party is in material breach of any of its obligations under the contract, if it can be cured or remedied, has not been cured or remedied by the breaching Party within fourteen (14) days of its receipt of a written request from the affected Party;
• b) the continuance of the Subscription is not permissible or prohibited under applicable law and/or pursuant to a regulatory statement or order of a court or regulatory authority of competent jurisdiction;
• c) OCEANSCORE discontinues, withdraws, or otherwise ceases to offer the respective OceanScore Product;
• d) the Client has failed to pay the applicable fees and remains delinquent for more than thirty (30) days upon receipt of a written warning by OCEANSCORE.

8.4 Upon the effectiveness of the termination of a Subscription, any and all rights granted to the Client hereunder and the Client’s access to the affected OceanScore Product shall immediately cease and terminate and the Client shall immediately cease and terminate its access and use.

9. Fees and Payment

9.1 For each OceanScore Product the Client will pay the fees set forth in the Order.

9.2 The fees shall be due and payable in full as of the commencement date of each contract year 14 days after receipt and in accordance with the pertaining invoice.

9.3 The Client’s use of and access to the OceanScore Products are subject to the Client’s timely payment of any and all fees due hereunder. The Client acknowledges and agrees that OCEANSCORE may suspend and/or terminate the Client’s Subscriptions in the event that the Client fails to pay any applicable fees.

10. Limitation of Liability

10.1 In general, the liability of OCEANSCORE shall be limited to the breach of essential contractual obligations, i.e. obligations the fulfillment of which is a prerequisite for the proper performance of the contract and the observance of which the contractual partner regularly relies on and may rely on (so-called cardinal obligations), and to the foreseeable damage typical for the contract at the time of its conclusion.

10.2 The foregoing limitation of liability does not apply for (i) damages arising from injury to life, body and/or health (ii) damages which are based on gross negligence or intent by OCEANSCORE or breach of a guarantee, as well as, if applicable, (iii) liability under the Product Liability Act.

10.3 To the extent that OCEANSCORE’s liability is excluded or limited hereunder, the same limitations and exclusions shall apply to the personal liability of OCEANSCORE’s officers, managers, directors, employees, representatives, and agents.

11. Force Majeure

11.1 If OCEANSCORE is prevented from fulfilling its contractual obligations due to force majeure, OCEANSCORE shall be released from the respective obligation to perform for the duration of the impediment as well as a reasonable start-up period without being obliged to compensate the Client for damages. The same shall apply if the fulfillment of the obligations is made unreasonably difficult or temporarily impossible for us due to unforeseeable circumstances for which we are not responsible, in particular due to official measures (irrespective of their legality), official orders, measures or restrictions due to an epidemic (in particular the COVID-19 pandemic), energy shortage, lack of means of transport, power failure, failure of telecommunication connections or significant operational disruptions.

11.2 Force majeure shall be all unusual, unforeseeable events independent of the will and influence of OCEANSCORE and/or the Client, such as in particular natural disasters, war, terrorist attacks, sabotage, political unrest, epidemics, official measures, import and export restrictions, blockades, strikes, lockouts and other industrial action.

11.3 OCEANSCORE shall be entitled to withdraw from the contract if an impediment within the meaning of this clause 11 lasts longer than three months and the performance of the contract becomes impossible for OCEANSCORE pursuant to § 275 BGB. The Client shall be entitled to withdraw from the contract if an obstacle within the meaning of this clause 11 lasts longer than three months and the Client is no longer interested in the performance.

12. Changes to these GTC

12.1 OCEANSCORE reserves the right to amend these GTC from time to time (in particular in the event of changes in our business processes, the law and/or supreme court rulings).

12.2 OCEANSCORE will announce any changes to the GTC to the Client by e-mail and make special reference to the specific changes. You will be given the opportunity to object to the amendment of the GTC within a period of 6 weeks after the announcement of the amendment. With each announcement of a change, we will separately inform you of the current deadline and the consequences of a failure to object.

12.3 If the Client does not object in due time, the modified GTC shall be deemed accepted. In the event of an objection, the contract shall continue to exist under the original conditions. OCEANSCORE shall then have the right to terminate the contract within 2 months of the Client’s objection with a notice period of 3 months.

13. Miscellaneous

13.1 The Agreement shall be governed by and be construed in accordance with the laws of the Federal Republic of Germany, without giving effect to any choice of law doctrines. Any dispute hereunder or in connection herewith shall be subject to the exclusive jurisdiction of the courts of competent jurisdiction located in Hamburg, Germany, in the case of disputes assigned by law to the local courts, the local court of Hamburg-Mitte (Amtsgericht Hamburg-Mitte). The statutory provisions on jurisdiction for judicial dunning proceedings shall remain unaffected by sentence 2.

13.2 Neither any agreement incorporating these GTC nor any rights conferred upon the Client hereunder shall be assigned by the Client without OCEANSCORE’s prior written consent, which consent OCEANSCORE may condition, withhold, or delay in its sole discretion. Any attempted assignment or transfer in violation of this provisions shall be void ab initio. OCEANSCORE may assign its rights hereunder at any time in its discretion without notice or consent.

13.3 Except as expressly provided otherwise herein or in separate written agreements between the Parties, any notices and declarations by a Party must be made in text form (e-mail is sufficient).

13.4 Should any individual provision in these GTC be or become wholly or partially invalid or unenforceable as determined by a court of competent jurisdiction, this shall not affect the validity of the remaining provisions, and the invalid or unenforceable provisions shall be construed so as to make them valid and enforceable as closely aligned with the original intent thereof. The same applies mutatis mutandis in case of a contractual gap.