CREWPASS PARTICIPATION AGREEMENT 

FOR MARITIME VESSELS

This CrewPass Participation Agreement for Marine Vessels (the Agreement) covers the use of the CrewPass solution which is downloadable from www.crewpass.co.uk once a Vessel has registered and agreed to the terms of usage contained in this Agreement (Vessel Participant, you, your)

CrewPass Limited (CPL) is a provider of solutions, including technology solutions and services to yachting maritime vessels. CPL  has designed the proprietary CrewPass solution as described below (CrewPass) and associated CrewPass App, which transforms crew management and vessel operations and offers an online platform for crew members participation on vessels. 

The CrewPass solution can enable vessel management to perform the following operations: access crew members’ profiles from a digital database containing all the information needed about prospective and current crew members; access to advanced global background and ID checks for prospective and existing crew members; having digital crew watch rotas and in and out boards easily accessible and all in one place; implementing a digital notice board allowing for instant notifications to crew of important updates; utilisation of free use of beacon technology, enabling crew members to sign in and out of the vessel seamlessly and with ease; and offering encrypted chats with crew members in either group or private chats.

The CrewPass App is a mobile application for Android and iOS devices available for download from the Google Play Store and Apple App store respectively.  Through the CrewPass App, the Vessel Participant can gain access to CrewPass and the Services as well as setting up interactions with Crew Members.

The Android application requires a phone with the operating system Android 6.0 (API level 23) or above. The iOS application requires a phone with the operating system iOS 13 or above (iPhone 7 and above). We will notify you if these requirements change.

Before you complete your registration

We ask you to carefully read this Agreement before completing your registration and enrolment and using CrewPass. This Agreement govern your use of CrewPass. 

By completing the registration and enrolment process with CrewPass, you agree to the following additional terms and conditions (updated from time to time) that will apply to you and govern your use of CrewPass and which will form an integral part of this Agreement:

1. The CrewPass App Terms of Use (Vessels); and

2. The CrewPass App Acceptable Use Policy; and

3. The Privacy Policy.

BY COMPLETING THE CREWPASS REGISTRATION AND ENROLMENT FORM AND CHECKING THE “I AGREE TO THE CREWPASS PARTICIPATION AGREEMENT” BOX, YOU REPRESENT THAT YOU HAVE READ, UNDERSTOOD AND AGREE TO BE LEGALLY BOUND BY THIS AGREEMENT, INCLUDING THE CREWPASS APP TERMS OF USE (VESSELS) , THE CREWPASS APP ACCEPTABLE USE POLICY AND PRIVACY POLICY.

AGREED TERMS

In consideration of the promises and mutual covenants set forth in this Agreement and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto agree to the following terms and conditions for this Agreement:

Your attention is particularly drawn to the provisions of Section 20 (Warranties), Section 21 (Liabilities) and Section 22 (Indemnification).

1. About us

2. 1. Company details. CrewPass Limited a limited liability company incorporated in England & Wales with registered number 10842250 and with registered address at F1 Adanac North, Adanac Drive, Southampton, Hampshire, England SO16 0BT, United Kingdom (CPL, we, us, our). We operate the website www.crewpass.co.uk.   

   2. Contacting us. To contact us or to give us any formal notice under this Agreement, email us at customerservice@crewpass.co.uk.

   3. Contacting you. We will contact you and provide you with any formal notice at the email address provided as part of the registration process. If this email changes it is your responsibility to notify us of the change in email contact details.

   4. Complaints. If a problem arises or you are dissatisfied with CrewPass or the Services, please contact customerservice@crewpass.co.uk in the first instance and we will assist you with resolving the problem.

3. Our Agreement with you

4. 1. Our contract. This Agreement applies to the order by you and supply of CrewPass by us to you. This Agreement applies to the exclusion of any other terms that you seek to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.

   2. Entire agreement. The Agreement is the entire agreement between you and us in relation to the provision, license and use of CrewPass. You acknowledge that you have not relied on any statement, promise or representation or assurance or warranty that is not set out in this Agreement.

   3. Language. This Agreement is made only in the English language.

   4. Governing Law, Jurisdiction and Venue. This Agreement shall be governed by, and construed in accordance with, the laws of England and Wales, excluding its choice-of-law principles.  The Parties agree to submit all their disputes, controversies, differences or claims arising from, or relating to, this Agreement, to the exclusive jurisdiction of the courts of the City of London, United Kingdom

   5. Your copy. You should print off a copy of this Agreement or save it to your computer for future reference.

5. Definitions, Schedules and Interpretation 

6. 1. Definitions. Whenever used in this Agreement, or any Schedule or amendment hereto, or in any communication required or permitted to be given hereunder, the following capitalised terms shall have the following meaning respectively, unless the context otherwise requires:

Confidential Information has the meaning ascribed thereto in Section 16.1.

Crew Members means the personnel employed by and to provide services on the Vessel. 

CrewPass the proprietary crew management and vessel operation solution offered by CPL.

CrewPass App or App means the dedicated mobile application for mobile devices connected with CrewPass and facilitating and enabling (i) contactless interactions on board the Vessel, (ii) vessel management and interaction of its Crew Members, (iii) Crew Members sharing data with Vessel owners and managers.

Data Processing Agreement has the meaning ascribed thereto in Section 17.1.

Effective Date has the meaning ascribed thereto in Section .1.

Fees means any fees or charges applied by us for the access and use of CrewPass by you as the Vessel Participant.

Intellectual Property Rights means all patents, copyrights, industrial designs, trade-names, trade-marks, services marks, trade secrets, content, standards, data, compilations, technology, source code, rights in know-how, confidential information, manuals, toolkits, methodologies, processes, decision trees, algorithms and all other rights of a like nature conferred worldwide, whether registered or not, including any updates, upgrades, supplements, enhancements, renewal or extension of those rights, in or to the Application, which may be presented on any and all type of media, including, without limitation, print materials or electronic format.

Party or Parties means either you or us individually or both of us jointly, as the context so requires.

Permitted Purpose means the use of the CrewPass solution for crew management and vessel operations on the Vessel, including accessing and use of Crew Member profiles to view Crew Members background checks and ID verification; creating crew lists, rotas, in and out boards; use of CrewPass with designated beacon technology; allowing for encrypted chats with and between Crew Members; and enabling digital notice boards to communicate with Crew Members. 

Personal Data has the meaning ascribed thereto in Section 17.1.

Privacy Laws means all privacy legislation applicable to you or to CrewPass in any jurisdiction with respect to the processing of any Personal Data in connection with CrewPass.

Services means the services provided as part of CrewPass, including the CrewPass App, for the vessels as specified in the order submitted by you and to facilitate the Permitted Purpose.

Term has the meaning ascribed thereto in Section 2.2.

Vessel means the maritime yacht listed in the registration for CrewPass.

1. Schedules . This Agreement comprises the following Schedules which form an integral part of this Agreement:

• Schedule A – CrewPass App Terms of Use (Vessels)

• Schedule B – Name and Logo

• Schedule C – Vessel Participant Customer Support

• Schedule D – Controller to Controller Data Processing Agreement

1. Interpretation.

1. Each of the Parties acknowledges that any rule of construction to the effect that ambiguities are to be resolved against the drafting Party shall not be applied in the construction or interpretation of this Agreement.  

2. Words importing the singular shall include the plural and vice versa.  

3. The headings of sections are for convenience only and shall not be used to interpret provisions of this Agreement or otherwise affect the substantive provisions.

4. The use of CrewPass in this Agreement means the CrewPass solution and/or the CrewPass App as the context provides.

1. Placing an order for CrewPass and its acceptance

2. 1. Placing your order. Please follow the onscreen prompts to place your order. You may only submit an order using the method set out on the site. Each order is an offer by you to buy a license to download, install and access CrewPass and utilise the Services, including the CrewPass App, for the Vessel as specified in the order and which is subject to this Agreement.

   2. Correcting input errors. Our order process allows you to check and amend any errors before submitting your order to us. Please check the order carefully before confirming it. You are responsible for ensuring that your order is complete and accurate.

   3. Acknowledging receipt of your order. After you place your order, you will receive an email from us acknowledging that we have received it, but please note that this does not mean that your order has been accepted. Our acceptance of your order will take place as described in Section .4.

   4. Accepting your order. Our acceptance of your order takes place when we send an email to you to accept it (Order Confirmation), at which point and on which date (Commencement Date) the Agreement between you and us will come into existence This Agreement will relate only to CrewPass and those Services confirmed in the Order Confirmation.

   5. If we cannot accept your order. If we are unable to supply you with access to CrewPass and the Services for any reason, we will inform you of this by email and we will not process your order. 

3. The Term of this Agreement

4. 1. Term. This Agreement shall take effect on the Commencement Date (Effective Date) and shall remain in force until and unless earlier terminated as permitted in this Agreement (Term).

5. Terminating this Agreement

6. 1. Termination by Vessel Participant.  You may terminate this Agreement at any time by providing thirty (30) days written notice to us by sending your notice to us on customerservice@crewpass.co.uk. If we have sent to the Vessel the CrewPass beacons, you will be responsible for returning those beacons to us at your own risk and cost. You may also terminate this Agreement where we have suspended CrewPass pursuant to Section 10.2.

   2. Termination by CPL.  We may terminate this Agreement with immediate effect and without any refund (if applicable) or liability in the event of: (a) any default by you in paying any Fees when due, unless remedied within fifteen (15) days of receiving written notice of such default; and (b) any breach or other failure by you to comply with any terms and conditions of this Agreement, unless remedied within fifteen (15) days of receiving written notice of such breach or failure.  

We may terminate this Agreement at any time for convenience, or if we decide to suspend indefinitely or discontinue CrewPass, in our sole and complete discretion, upon providing ninety (90) days’ written notice to you.  

1. Termination by Either Party.  Either Party may terminate the Agreement immediately by simple written notice to the other Party if either Party shall become insolvent, declared bankrupt or enter into any liquidation proceedings other than for the purpose of reconstruction or amalgamation. 

2. Termination for Sanctions. We may suspend and terminate this Agreement with immediate effect, and deny access to CrewPass by you and all related users in the event of a breach of economic sanctions laws and regulations and/or in the event you or any Vessel owner, manager or representative becomes subject to economic sanctions or is affiliated directly or indirectly to sanctioned persons. 

3. Consequences of Termination and cancellation.  Upon cancellation of an order or termination of this Agreement for any reason, the license granted hereunder shall cease immediately, and all access and use of CrewPass by you, including the Vessel Crew Members use of CrewPass on the Vessel shall be immediately terminated. Termination of this Agreement by either Party for any reason shall not affect your obligation to pay us any amounts due and outstanding under this Agreement immediately upon termination.  You must also immediately delete any downloaded version of CrewPass and purge entirely from the Vessel systems any trace of CrewPass, including Our Materials and data. Notwithstanding the foregoing you may retain a single copy of any information for archival or auditing purposes.

4. Termination of the Agreement will not affect your or our rights and remedies that have accrued as at termination.

1. The CrewPass solution and services

2. 1. CrewPass Solution. The CrewPass solution is made available to you for your Vessel use and its related Services as described at the beginning of this Agreement.

   2. Descriptions and illustrations. Any descriptions or illustrations on our site of CrewPass are published for the sole purpose of giving an approximate idea of the services described in them. They will not form part of this Agreement or have any contractual force.

   3. Compliance with specification. Subject to our right to amend the specification (see Section 7.4) we will provide access to CrewPass and supply the Services to you in accordance with the specification for CrewPass appearing on our website at the date of your order in all material respects.

   4. Changes to specification. We reserve the right to amend the specification of CrewPass or any of the Services if required by any applicable statutory or regulatory requirement or if the amendment will not materially affect the nature or quality of the Services.

   5. Reasonable care and skill. We warrant to you that CrewPass and the Services will be provided using reasonable care and skill.

   6. Time for performance. We will use reasonable endeavours to meet any performance dates specified in the Order Confirmation, but any such dates are estimates only and failure to perform the Services by such dates will not give rise to any liability by us to you for non-performance.

   7. CrewPass App usage. Your use of the CrewPass App shall be governed by this Agreement and particularly by the CrewPass App Terms of Use (Vessels) attached as Schedule A to this Agreement.

3. The Vessel Participant Obligations

4. 1. It is your responsibility to ensure that:

   2. 1. the terms of your order are complete and accurate;

      2. all required information to create your user account, will at all times be true, accurate, current and complete;

      3. you cooperate with us in all matters relating to CrewPass and the Services;

      4. you provide us with such information and materials we may reasonably require in order to supply CrewPass and the Services, and ensure that such information is complete and accurate in all material respects and is updated when required; 

      5. you prepare the Vessel and its IT systems for the implementation of CrewPass;

      6. you obtain and maintain all necessary licences, permissions and consents which may be required for the use of CrewPass before the date on which you start to use CrewPass;

      7. you comply with all applicable laws, including health and safety and data privacy laws;

      8. you keep all of our materials, equipment, documents and other property (Our Materials) on the Vessel in safe custody at your own risk, maintain Our Materials in good condition until returned to us, and not dispose of or use Our Materials other than in accordance with our written instructions or authorisation; 

      9. you do not impersonate any person, use an alias, an identity or a name that is not your own;

      10. you do not grant access to, share or otherwise allow any other person but you to use your credentials for CrewPass;

      11. you do not otherwise rent, lease, sub-license, loan, transfer, or otherwise make available your CrewPass account to someone else, whether for money, for anything else or for free; 

      12. you do not access CrewPass by any other means than through your user account, using your log-in particulars, and you will not attempt any unauthorised access to CrewPass or to other systems or networks, by deriving a username or a password or by any other means; and

      13. you refrain from advertising, issuing opinions or commentaries regarding CrewPass, the CrewPass App, or any of its users and other parties, in any public forum and on any media, including social media, without first obtaining our specific written prior consent, which will not be unreasonably withheld.

   3. We may need certain information from you so that we can supply CrewPass to you. If so, this will have been stated in the description of the CrewPass service on our website and required in the registration form. We will contact you to ask for this information if it is not provided at the time of submitting your registration with CrewPass. If you do not give us this information within a reasonable time of us asking for it, or if you give us incomplete or incorrect information, you may not be able to complete your registration or we may either terminate this Agreement or make an additional charge of a reasonable sum to compensate us for any extra work that is required as a result. We will not be responsible for supplying access to CrewPass late or not supplying any part of it if this is caused by you not giving us the required information we need on registration or within a reasonable time of us asking for it.

   4. If our ability to provide CrewPass or perform the Services is prevented or delayed by any failure by you to fulfil any obligation listed in Section 8.1 or 8.2 (Your Default):

   5. 1. we will be entitled to suspend access to CrewPass and performance of the Services until you remedy Your Default, and to rely on Your Default to relieve us from the performance of the Services, in each case to the extent Your Default prevents or delays access to CrewPass or performance of the Services. In certain circumstances Your Default may entitle us to terminate this Agreement;

      2. we will not be responsible for any costs or losses you sustain or incur arising directly or indirectly from our failure or delay to provide access to CrewPass or perform the Services; and

      3. it will be your responsibility to reimburse us on written demand for any costs, fees, penalties or losses we sustain or incur arising directly or indirectly from Your Default.

5. License to Use CrewPass

6. 1. License.  Subject to the terms and conditions of this Agreement, including the payment of any Fees, if applicable and when due, we hereby grant to you, the Vessel Participant, solely for the Permitted Purpose during the Term of this Agreement, a worldwide, limited, non-exclusive, non-transferable, non-assignable and non-sublicensable license to (i) access and use CrewPass and the CrewPass App onboard the Vessel; (ii) advertise and offer use of CrewPass to prospective Crew Members within the scope and usages of the Permitted Purpose; (iii) integrate CrewPass with the Vessel onboard systems, including use with the beacon technology provided by us;  and (iv) the right to use the CrewPass name and logo as set forth in Section 15.1 and Schedule B - Name and Logo, in printed and online materials.

   2. Licensing Restrictions.  For clarity, except as explicitly permitted herein, nothing in this Agreement permits you as the Vessel Participant, its clients, suppliers, sub-contractors, agents or any other third party to: (a) reverse engineer, de-compile or disassemble CrewPass, or separate and detach CrewPass, which is licensed as a single product, into its component parts; (b) redistribute, encumber, sell, lease, re-sell, make mass automated or systematic extractions from, or otherwise share, publish, transfer or assign to any other person, entity or corporation, in part or in whole, directly or indirectly, CrewPass or the license provided hereunder; (c) sub-license any rights granted hereunder to any third-party, entity, person or corporation; (d) cause or permit anything that may or will impair, jeopardize, violate, or infringe our Intellectual Property Rights or those of our licensors, in CrewPass, or directly or indirectly dispute or contest the ownership, validity, or enforceability of our Intellectual Property Rights or those of  its licensors, in CrewPass, or assist any party in doing so; (e) enter into any contract on behalf of us or assume or create any obligation whatsoever, express or implied, in our name, or otherwise bind us in any manner whatsoever, except as set forth in this Agreement; (f) commercialize CrewPass, or incorporate CrewPass in products or services other than as explicitly permitted under this Agreement; (g) remove, hide or alter any trade-mark, logo, copyright or other proprietary notices, legends, symbols or labels in CrewPass; (h) transmit any data through or utilizing CrewPass that contains software viruses, time bombs, worms, trojan horses, spyware, disabling devices, malicious code, or other harmful or deleterious computer code, files or programs;  and (i) without limiting the generality of the foregoing, allow any third-party, entity, person or corporation to have access to, or use, CrewPass, directly or indirectly, except for the specific purposes provided under this Agreement, without our prior written consent, which consent shall be at our sole and complete discretion.

   3. CrewPass App Acceptable Use Policy. The License to CrewPass granted under Section 10.1 and your use of the CrewPass App is conditional on you and your applicable representatives complying in full with the CrewPass App Acceptable Use Policy. We publish the CrewPass App Acceptable Use Policy on our website at www.crewpass.co.uk and retain the right to amend and update this policy from time to time in our absolute discretion and without the need to obtain your consent.

   4. Vessel Software and Hardware. You are solely responsible for acquiring, providing, and maintaining all software, hardware and internet services required to integrate CrewPass within your operations, including but not limited to, computer equipment, internet connections, web browsers and any other software and hardware that may be required.  You shall bear all costs and expenses associated with the integration of CrewPass within your onboard technology and operations. No support shall be provided other than as set forth in this Agreement with respect to the use of CrewPass by you or Crew Members or any technical issues related to the Vessels software or hardware.  

7. Suspension of CrewPass

8. 1. We reserve the right to suspend CrewPass or your access to CrewPass:

   2. 1. in order to deal with technical problems or make minor technical changes;

      2. in order to update the product to reflect changes in relevant laws and regulatory requirements;

      3. in order to make changes to the product as notified by us to you;

      4. for operational reasons or in an emergency or for security reasons;

      5. where we have reason to believe you are in breach of this Agreement or any of our policies;

      6. pending the outcome of an investigation following receipt of a complaint made against you relating to your use or misuse of CrewPass;

      7. we are obliged to comply with an order, instruction or request of any government, regulatory, or emergency services organisation, or other competent administrative authority;

      8. in order to prevent damage or degradation of our or our partner’s network integrity which may be caused by you or anyone using your access.

1. We will always try and contact you in advance to tell you we will be suspending supply of CrewPass, unless the problem is urgent or an emergency. You may contact us to end this Agreement for CrewPass if we suspend access to CrewPass, or tell you we are going to suspend it, in each case for a period of more than 60 days and the suspension is not due to your actions or breaches of this Agreement.

1. Fees 

CrewPass is currently being offered free of charge for the Vessel usage. If any usage fee or charges are attributed to your use of CrewPass or any tax liability levied for any such usage, these shall be solely for your account.

1. Customer Support

2. 1. Customer Support. We will provide first level support to you through our normal customer support channels. We will provide support to you as per the reporting and escalation process set out hereunder. We make available to you the customer support as set out under Schedule C – Vessel Participant Customer Support.

3. Updates, Errors and Availability

4. 1. Updates.  We may, at our sole and complete discretion, update, upgrade and/or enhance CrewPass with new features and functionalities or modify or remove existing features or functionalities.  In some cases, updates may be required for its continued use. Where you require hardware or software changes to your systems to ensure continued use and availability of CrewPass, you acknowledge that we shall not be liable for any costs incurred by you in connection with such changes, and you shall not be relieved of any of your obligations under this Agreement in the event of such changes. 

   2. Errors.  If you become aware of any apparent errors or other issues in, or related to CrewPass, you must notify us thereof as quickly as possible at customerservice@crewpass.co.uk. We will make all reasonable commercial efforts to check, verify and update CrewPass as appropriate in response to any such report.

   3. Availability.  Though we will make all reasonable commercial efforts to ensure that CrewPass has an uptime availability of 99.95% without significant interruption outside of planned outage and maintenance windows, we do not guarantee a secure and reliable access to CrewPass at all times and in particular in the event of heavy Internet traffic, automated maintenance and upgrades, forced and emergency shutdowns, denial of service, or exceptional and unusual circumstances beyond our reasonable control, including events of force majeure. You acknowledge that access to and availability of CrewPass and all functions related to CrewPass may be performed through wireless communication operating by the transmission of radio and signal frequencies, and as such may be interfered with by external sources or obstacles inherent in buildings, vegetation or terrain, or acts of nature, and for which we do not guarantee a continued or error-free transmission, both in terms of quality or availability. You acknowledge that access to and availability of CrewPass and applications linked to CrewPass is contingent upon the services made available by third-party providers and their ability to maintain necessary licenses or permissions, network capacity, connectivity, network coverage, quality and availability. We do not warrant or guarantee a fault-free and uninterrupted service, and you acknowledge that we shall not be liable for any damages that may be incurred by you, as a result of any downtime, delay, loss of data, loss of business, expenses or any other circumstances out of our reasonable control.

We may, in our absolute discretion and at any time, on reasonable notice suspend the operation or availability of CrewPass for a specified period or indefinitely, or discontinue CrewPass altogether.  Without limiting the generality of the foregoing, you hereby acknowledge that from time to time, CrewPass may be inaccessible or inoperable for any reason, including, without limitation: (a) equipment or hardware malfunctions; (b) software malfunctions; (c) periodic maintenance procedures or repairs which we or our sub-contractors may undertake from time to time; (d) application or software enhancements; and (e) causes beyond our reasonable control and/or of our sub-contractors, or not reasonably foreseeable by us and/or our sub-contractors.  In case a planned service maintenance period is required, you will be provided with seven (7) day’s prior notice.  You will also be notified of any unplanned outage as soon as practicable.  In the event that we suspend indefinitely or discontinue CrewPass, this Agreement shall be terminated in accordance with Section 6.2.

You are solely responsible for protecting your computer equipment, technical environment, hardware, mobile devices, software equipment and any other materials and equipment against viruses, malware including but not limited to computer worms, ransomware, spyware, adware, trojan horses, keyloggers, rootkits and other malicious software and to ensure that your devices are free from any such viruses and malware. We will incur no liability, including without limitation, for direct and indirect damages, for viruses or any malware that may affect or impact your systems or devices, or viruses or malware resulting from your access to, or use of CrewPass.

1. Third-Party Links. CrewPass and associated microsites or pages may provide links to other Internet sites or resources (Third-Party Links). Such Third-Party Links are provided for convenience only and the inclusion of any Third-Party Link does not imply endorsement by us of said sites or resources. You acknowledge that we have no control over said Third-Party Links and agree that we are not responsible for the availability of such external sites and resources, and that does not endorse and is not responsible or liable for any content, advertising, products or other materials posted on, or available from, such Third-Party Links. We may remove such Third-Party Links at any time in its entire discretion and without prior notice. We will not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by, or in connection with, the use of, or reliance on, any such content, products, goods or services available on, or through, such Third-Party Links.

2. Third Party Services. You acknowledge that your access to and the availability of CrewPass, sources and referrals linked to CrewPass and third-party services, are contingent upon the services made available by third party providers and their ability to maintain necessary licenses or permissions, network capacity, connectivity, network coverage, quality and availability. You will enquire as to the availability, nature and level of services, and conditions  applicable to such services, directly with any third-party, and we will not be responsible for the extent and quality of services made available to you by third-party services, including without limitation the hours of operation, availability, timely delivery of results, quality of services, payment terms and pricing.  You understand and expressly consent to the right of such authorized third-parties to access and process any Vessel data including any of your personal data for the purposes of providing their services to you in connection with CrewPass. 

1. Uploading Content to CrewPass

2. 1. Whenever you make use of a feature that allows you to upload content to CrewPass, or to make contact with other users of CrewPass, including Crew Members, you must comply with the content standards set out in our Acceptable Use Policy. This does not apply to any personal data required to be uploaded in order to use CrewPass which shall be treated in accordance with our CrewPass Privacy Policy.

   2. You warrant that any such contribution does comply with those standards, and you will be liable to us and indemnify us for any breach of that warranty. This means you will be responsible for any loss or damage we suffer as a result of your breach of warranty.

   3. You retain all of your ownership rights in your content, but you are required to grant us and other users of CrewPass a licence to use, store and copy that content and to distribute and make it available to third parties. The rights you license to us are described Section 15.2 below. 

   4. We also have the right to disclose your identity to any third party who is claiming that any content posted or uploaded by you on CrewPass constitutes a violation of their intellectual property rights, or of their right to privacy.

   5. We have the right to remove any posting you make on CrewPass if, in our opinion, your post does not comply with the content standards set out in our Acceptable Use Policy.

   6. If any information about you or any User Data that you provide is untrue, inaccurate, not current, incomplete or offensive, or if we have reasonable grounds to suspect as such, we shall have the right to request you to complete, correct, update or delete such information, and/or to suspend or terminate your use of CrewPass in our absolute discretion.  You understand and agree that we are under no obligation to verify the accuracy or completeness of the information you provide and that we are not liable or responsible with respect to any errors or omissions made by you with respect to any information you provide or omit to provide.

   7. We will apply a zero tolerance approach in regard to postings to, or transmission through, CrewPass and any communications linked to CrewPass, including through media and social media, of any unlawful, infringing, disrespectful, controversial, judgmental, threatening, libellous, defamatory, obscene, indecent, pornographic or otherwise inappropriate material, or any material that may result in a breach of confidentiality or serve to identify or impact the natural rights and safety of individuals.

3. Intellectual Property 

4. 1. Intellectual Property Rights.  CrewPass is licensed, not sold.  

1. As between you and us, we own and operate CrewPass and the CrewPass App, and all other applications and features that might be linked to CrewPass. We own, or are otherwise entitled to use and sub-licence, and hereby reserves to itself, all Intellectual Property Rights in and to CrewPass, the CrewPass App, and all components and elements relating thereto. For the duration of your User account remaining active, we grant to you a single user, personal, limited, non-exclusive, restricted, non-assignable, non-transferrable, non-sublicensable and revocable license to access and use CrewPass for your sole personal use and for the purposes as set out in this Agreement.

2. This Agreement and the above license grant will not be interpreted or deemed to transfer to you any right of ownership, license or otherwise, whether by estoppel, implication or otherwise, in or to CrewPass or the CrewPass App or any of the applications, products, services, CrewPass Content, data or information accessible through CrewPass or the CrewPass App. The use of the CrewPass App shall not pass to you any title to or other proprietary rights, such being expressly reserved to, and vested in, us and our authorized licensors. Any improvements, developments, modifications, changes, supplements, augmentations or works that may be derived from, created or otherwise presented by you in connection with CrewPass and the features linked to CrewPass shall be our exclusive property and you irrevocably and forever assign to us all of your rights, title and interest which you may hold or claim in that regard

3. You shall not take any action inconsistent with our stated ownership and rights.  Nothing contained in this Agreement shall prevent us from using, sub-licensing or otherwise granting rights in, or making available, CrewPass, or any portion thereof, in any form or manner, to any other person, entity or corporation at any time, for any purpose and on any terms. You agree to treat CrewPass in the same manner as any other material protected by intellectual property laws and treaties.

1. Rights to Data.  Your hereby grant to us a non-exclusive, perpetual, irrevocable, transferable, worldwide, royalty-free and fully paid up license and right to (i) copy, disclose, distribute, incorporate, modify, create derivative works and otherwise use all data transmitted via, or relating to use of, CrewPass (User Data) (ii) to provide CrewPass to you; (iii) use the User Data for internal analysis, validation, verification, and quality assurance purposes; and/or (iv) incorporate User Data into our products, services, reports and publications. For clarity, such data shall not include Personal Data or Confidential Information, if any. You acknowledge and agree that the information and data published on CrewPass, including any User Data, may be used by us in various forms, and as the case may be aggregated, anonymized and commercialized for the purposes of presenting and advertising the CrewPass solution, for statistical purposes, analytics, forecasts, trendsetting, advocacy for the maritime and travel industry or supporting other industry solutions. We shall retain all right, title and interest in any new and derived data created in relation to this Section 15.2. 

2. Use of CrewPass Materials.  

1. We are the owner or the licensee of all intellectual property rights in CrewPass, and in the material published on it. Those works are protected by copyright laws and treaties around the world. All such rights are reserved.

2. You may print off one copy, and may download extracts, of any page(s) from CrewPass for your personal use.

3. You must not modify the paper or digital copies of any materials you have printed off or downloaded in any way, and you must not use any illustrations, photographs, video or audio sequences or any graphics separately from any accompanying text.

4. Our status (and that of any identified contributors) as the authors of content on CrewPass must always be acknowledged (except where the content is user-generated).

5. You must not use any part of the content from CrewPass for commercial purposes without obtaining a licence to do so from us or our licensors.

6. If you print off, copy, download, share or repost any part of CrewPass in breach of these terms of use, your right to use CrewPass will cease immediately and you must, at our option, return or destroy any copies of the materials you have made.

1. Open-Source Components. Certain open-source software, source code, object code or other materials or components (Open-Source Components) may be integrated in or as part of CrewPass. Such Open-Source Components are included subject to their respective terms and conditions, and we disclaim all warranties and liabilities in respect to such Open-Source Components. If you want details of the Open-Source Components please contact customerservice@crewpass.co.uk.

2. Brands and Trademarks. The CrewPass® term and logo, the CrewPass corporate logo, and all other CrewPass logos and product and service names are CrewPass Trademarks, which are protected by international intellectual property laws. Third-Party Trademarks appearing on, or in connection with, CrewPass are trademarks of their owners. You are not permitted to use or incorporate any CrewPass Trademarks or Third-Party Trademarks into any other trademarks, service marks, company names, Internet addresses, domain names, or any other similar designations. You are prohibited from removing, overprinting or defacing any notice of copyright, trademark, logo, legend, or other notice of ownership from any originals or copies of software or information from CrewPass. The term CrewPass Trademarks means all names, marks, brands, URL names or addresses, logos, designs, trade dress and other designations we use in connection with products or services, and Third-Party Trademarks means all names, marks, brands, URL names or addresses, logos, designs, trade dress and other designations third parties use in connection with their products or services.

Each Party retains the ownership and rights to its own name, brand, logo and trademarks. You grant us the right to use and reproduce your Vessel name, brand, logo and trademarks for the duration of your participation for purposes of advertising the CrewPass solution.

1. Confidentiality

2. 1. Definition. For the purposes of this Agreement, the term Confidential Information means any information relating to our business or your business operations, which is of a confidential or sensitive nature, which is marked or denoted as confidential or which a reasonable person to whom that information is disclosed would consider as being confidential, whether that information is in oral, visual or written form or is recorded or embodied in any other medium. Confidential Information does not include information which: (a) is or becomes publicly known or within the public domain without the receiving Party’s breach of this Agreement; (b) was known to the receiving Party prior to its receipt thereof from the disclosing Party; (c) has been or is lawfully obtained by the receiving Party from third parties without an obligation of confidence to the disclosing Party; (d) has been or is subsequently independently conceived or discovered by the receiving Party; (e) is approved for release by written authorization of the disclosing Party; or (f) is required to be disclosed pursuant to a requirement of law or government agency, in which event Section 16.4 shall apply.

   2. Non-Disclosure and Use.  Each Party shall keep confidential and shall not disclose to any third-party for any reason, any Confidential Information of the disclosing Party without the prior written consent of the disclosing Party at its sole and complete discretion. A Party may use or make copies of the Confidential Information of the other Party only to the extent reasonably necessary for purposes of this Agreement. 

   3. Protection.  Each Party will protect the confidentiality of the other Party’s Confidential Information in the same manner that it protects the confidentiality of its own similar confidential information, but in no event using less than a reasonable standard of care. Each Party will restrict access to the Confidential Information to those of its personnel and authorized sub-contractors and authorised partners, engaged in the provision, management or use of CrewPass or license provided hereunder, provided that such persons are bound by obligations of confidentiality substantially similar to the confidentiality undertakings contained of this Agreement.

   4. Compelled Disclosure.  If the receiving Party receives a subpoena or other validly issued administrative or judicial process requesting the production of Confidential Information of the disclosing Party, it will promptly notify the disclosing Party of such receipt and tender to the disclosing Party the defense of such subpoena or process.  If requested by the disclosing Party, the receiving Party will reasonably cooperate, at the expense of the disclosing Party, in opposing such subpoena or process. To the extent the subpoena or process is ultimately not quashed or limited, the receiving Party will then be entitled to comply with such request, as may have been limited as part of the contestation process, to the extent permitted by law. 

3. Personal Data

4. 1. Treatment of Personal Data. In this Agreement, the term Personal Data refers to any information relating to an identified or identifiable individual, the data subject, such as a name, an identification number or an online identifier, made available by one Party to the other Party. The terms Process or Processing shall mean any operation performed on the Personal Data such as collection, use, storage and disclosure. Where Personal Data will be communicated by one Party to the other under the terms of this Agreement, each of the Parties agrees:

(a)    That it is responsible for complying with any obligations applying to said Party under the applicable data privacy laws and regulations. Particular attention shall be given to the information of individuals, the respect and the exercise of their different rights on or in relation to their Personal Data; 

(b)    To refrain from requesting Personal Data beyond what is necessary to fulfil the purposes for which it is requested, which purposes for requesting Personal Data shall be specified and legitimate;

(c)    To agree in advance as to the categories of Personal Data which are required to be made available pursuant to this Agreement and ensure they are complete, accurate and relevant having regard to the purposes for which they are processed;

(d)     To adopt appropriate technological and organisational security measures in order to protect Personal Data from misuse, interference and loss, as well as unauthorised access, modification or disclosure, having regard to the level of risk;

(e)    That Personal Data will only be processed to fulfil the purposes for which it was made available; 

(f) That Personal Data will only be accessible or disclosed to permitted personnel on a need-to-know basis and that permitted personnel have undertaken appropriate training with respect to the correct handling of data so as to minimise the risk of accidental security breaches and breach of Data Protection Laws;

(g)    To ensure that any third-party to whom Personal Data is transferred is bound by the same level of protection defined in the present Agreement; 

(h)    To respect any applicable legal requirement regarding cross-border transfers;

(i)    To reasonably co-operate with the other in connection with its own compliance with the applicable privacy laws and to reimburse the other for any excessive or manifestly unfounded charges incurred in providing each other assistance;

(j)     To amend and update Personal Data upon receiving instructions to do so from the other Party and/or directly from the data subject; and

(k)    To promptly return to the other or delete all Personal Data owned by the other Party which is no longer necessary to fulfil the purpose(s) for which it was made available, unless otherwise instructed by the other Party, the data subject or unless required by law.

1. We will use any Personal Data you provide to us to:

2. 1. Provide CrewPass and the Services to you;

   2. Process any payments, if any, under this Agreement; and

   3. Inform you about similar products or services that we provide, but you may stop receiving these at any time by contacting us.

3. We will process your Personal Data in accordance with our Privacy Policy.

4. Data Processing Agreement. The Parties acknowledge that they act as independent controllers of the Personal Data, including Personal Data of Crew Members, under the terms of this Agreement and that their respective duties and obligations shall be as set out under the Controller-to-Controller Data Processing Agreement attached in Schedule D – Controller to Controller Data Processing Agreement.

1. User generated content

CrewPass may include information and materials uploaded by other users of CrewPass, including to bulletin boards and chat rooms. This information and these materials have not been verified or approved by us. The views expressed by other users on CrewPass do not represent our views or values.

1. Cyber Security Requirements

You will procure that when using CrewPass you will implement administrative, physical and technical safeguards to protect the CrewPass solution and environment. You will also maintain the security of the CrewPass data and information processing facilities that are accessed, processed, communicated or managed by ensuring the use of the following security requirements and protocols: 

• HTTPS

• CSRF Tokens (Cross-site request forgery)

• XSS form prevention (Cross-site scripting)

1. Warranties

2. 1. We warrant that we have the right to use and distribute CrewPass and to grant you the rights set out in this Agreement.

   2. Whilst we will use all reasonable skill, care and effort in the creation, maintenance and update of CrewPass and all features linked to CrewPass, we give no warranty that CrewPass or the information contained therein is or shall be complete or free from errors, or that the operation or the availability of CrewPass shall be uninterrupted or complete. CrewPass and the CrewPass App and all its components and contents are provided without any warranty, representation or condition whatsoever, express or implied.  

   3. If you become aware of any apparent inaccuracies or incomplete information contained in CrewPass, you should bring it to our attention as quickly as possible and we will check, verify and update CrewPass as appropriate and where commercially reasonable.

   4. WE DISCLAIM ANY WARRANTY, REPRESENTATION OR CONDITION, EXPRESS OR IMPLIED, IN RESPECT OF CREWPASS AND ALL FEATURES AND SERVICES LINKED TO CREWPASS AND THE CREWPASS APP, ITS COMPONENTS AND CONTENTS, INCLUDING WITHOUT LIMITATION ANY WARRANTIES, REPRESENTATIONS, CONDITIONS AND WARRANTIES OF QUALITY, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE.

   5. WE MAKE NO REPRESENTATIONS OR WARRANTIES THAT CREWPASS OR ANY INFORMATION OR OTHER CONTENT AVAILABLE ON, OR IN CONNECTION WITH, CREWPASS IS ACCURATE, COMPLETE, RELIABLE, CURRENT OR ERROR-FREE.  WE PROVIDE CREWPASS, INFORMATION AND OTHER CONTENT THEREON ON AN "AS IS", “WHERE IS” AND “AS AVAILABLE” BASIS, IN RELIANCE ON INFORMATION AND DATA SUBMITTED BY YOU AND THIRD PARTIES, WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF EXPECTATION OF PRIVACY, PROTECTION FROM CYBER RISKS, NON-INFRINGEMENT OR TITLE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US, OR THROUGH OR FROM CREWPASS, WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS OF USE.  YOU USE CREWPASS AT YOUR OWN RISK.

   6. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, WE DO NOT REPRESENT, NOR WARRANT, THAT CREWPASS WILL MEET YOUR REQUIREMENTS AND EXPECTATIONS, AND YOU ASSUME THE RESPONSIBILITY FOR EVALUATING YOUR NEEDS, SELECTING AND USING CREWPASS WITH A VIEW TO ACHIEVE YOUR INTENDED RESULTS, AND YOU ACKNOWLEDGE THAT YOU HAVE CONDUCTED ALL INDEPENDENT INQUIRIES IN THAT REGARD TO YOUR ENTIRE SATISFACTION.

   7. FURTHER, WE MAKE NO WARRANTIES OR REPRESENTATIONS THAT YOU WILL BE ABLE TO USE CREWPASS ON ANY VESSEL AS A MEANS OF IDENTIFICATION OR ANY CREW MANAGEMENT AND OPERATION TOOL. WE SHALL NOT BE HELD RESPONSIBLE OR LIABLE FOR ANY LOSS OR DAMAGE RESULTING FROM RESTRICTIONS OR DELAYS YOU MAY EXPERIENCE IN IMPLEMENTING CREWPASS, USING CREWPASS OR FINDING CREW THROUGH CREWPASS, INCLUDING WHERE YOU RELY ON CREWPASS TO IDENTIFY CREW BUT THEY LATER TURN OUT TO BE NON-COMPATIBLE FOR EMPLOYMENT ON YOUR VESSEL.

   8. WE MAKE NO WARRANTIES OR REPRESENTATIONS THAT ANY GOVERNMENTAL AUTHORITIES, CRIMINAL RECORDS BUREAUX, CLINICS, LABORATORIES, MEDICAL CENTERS OR TESTING/VACCINATION FACILITIES LISTED OR REFERRED TO ON CREWPASS, OR ANY ENTITY OR PERSON RESPONSIBLE FOR TRANSMITTING CRIMINAL CHECK OR BACKGROUND CHECK RESULTS, TEST RESULTS, VACCINATION DOCUMENTATION OR OTHER DATA TO CREWPASS, ARE ACCREDITED, ENDORSED, VETTED, VALIDATED, APPROVED OR OTHERWISE SUPERVISED BY US, OR THAT SUCH INSTITUTIONS AND FACILITIES ARE RECOGNIZED AND APPROVED BY GOVERNMENTAL AND OTHER AUTHORITIES. WE MAKE NO WARRANTIES OR REPRESENTATIONS AS TO THE QUALITY, COMPLETENESS, ACCURACY OR FITNESS FOR A PARTICULAR PURPOSE OF ANY SERVICES (INCLUDING ANY FORM OF RESULTS AND PROCEDURES) PROVIDED BY SUCH INSTITUTIONS AND FACILITIES. IT IS YOUR RESPONSIBILITY TO VERIFY THAT A CHOSEN INSTITUTION OR FACILITY, AND THAT THE RESULTS, TEST OR VACCINATIONS ADMINISTERED, MEET YOUR REQUIREMENTS FOR EMPLOYMENT ELIGIBILITY.

   9. Final Decisions. CrewPass is provided only to assist in facilitating crew management and vessel operations.  For clarity, all final decisions with respect to Crew Member employment eligibility, fitness for crew participation, qualification verification or health or vaccination status, shall be made solely and exclusively by the qualified personnel of the Vessel Participant without reliance on CrewPass. 

3. Liability

4. 1. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE DISCLAIM ANY AND ALL LIABILITY FOR ANY LOSS, INJURY, CLAIM, LIABILITY OR DAMAGES OF ANY KIND ARISING OUT OF THE USE OF, OR INABILITY TO USE, CREWPASS. IN NO EVENT SHALL WE, OUR PROVIDERS OR PARTNERS BE LIABLE FOR ANY DAMAGES, WHETHER DIRECT, INDIRECT, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, SPECIAL OR OTHERWISE, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS OR REVENUE, LOSS OF BUSINESS OR OPPORTUNITY, REPUTATIONAL LOSS, LOSS OF DATA, CORRUPTION OR COMPROMISED ELECTRONICALLY TRANSMITTED DATA AND ORDERS, OR OTHER ECONOMIC ADVANTAGE RESULTING OR ARISING FROM YOUR ACCESS TO, USE OF, OR INABILITY TO USE, CREWPASS OR ANY OTHER FEATURE, COMPONENT OR MATERIAL RELATING TO CREWPASS, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF OR INABILITY TO USE CREWPASS, THE UNAUTHORIZED ACCESS OR ALTERATION OF YOUR TRANSMISSIONS OR INFORMATION, THE ACTIONS OR OMISSIONS OF ANY THIRD PARTY, OR ANY OTHER MATTER RELATING TO CREWPASS OR ANY OF THE CONTENT OBTAINED THROUGH OR OTHERWISE IN CONNECTION WITH CREWPASS, IN EACH CASE REGARDLESS OF WHETHER SUCH DAMAGES ARE BASED ON CONTRACT, STRICT LIABILITY, TORT OR OTHER THEORIES OF LIABILITY, REGARDLESS OF WHETHER WE, OUR PROVIDERS, PARTNERS OR ANY THIRD-PARTY WERE GIVEN ACTUAL OR CONSTRUCTIVE NOTICE THAT DAMAGES WERE POSSIBLE OR IF SUCH DAMAGES WERE REASONABLY FORESEEABLE.

   2. WE ASSUME NO RESPONSIBILITY OR LIABILITY FOR ANY ERRORS OR OMISSIONS IN THE CONTENT OF CREWPASS OR ANY INFORMATION PROVIDED BY YOU OR ANY OTHER THIRD PARTY PROVIDING RELEVANT INFORMATION WITH RESPECT TO CREWPASS. EXCEPT AS PROVIDED HEREIN, WE WILL NOT BE LIABLE FOR ANY VIRUS OR OTHER DAMAGE TO YOUR ELECTRONIC DEVICE RESULTING FROM YOUR ACCESS OR USE OF CREWPASS OR DOWNLOAD OF ANY CONTENT FROM CREWPASS. WE BEAR NO RESPONSIBILITY FOR EXPOSED DATA IN CASE OF THEFT, LOSS, CORRUPTION OR COMPROMISE OF YOUR COMPUTER EQUIPMENT, MOBILE DEVICE OR CHANNELS OF COMMUNICATIONS USED TO ACCESS CREWPASS. ANY MATERIAL DOWNLOADED BY YOU OR OTHERWISE OBTAINED THROUGH CREWPASS IS DONE AT YOUR OWN DISCRETION AND RISK, AND YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM, EQUIPMENT OR SOFTWARE, OR LOSS OR CORRUPTION OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL. WE ACCEPT NO RESPONSIBILITY OR LIABILITY FOR CREWPASS NOT BEING COMPATIBLE WITH, OR FUNCTIONING PROPERLY OR WITH LIMITED ABILITY ON, YOUR ELECTRONIC DEVICE. YOU HAVE SOLE RESPONSIBILITY FOR ADEQUATE PROTECTION AND BACKUP OF DATA AND/OR EQUIPMENT USED IN CONNECTION WITH CREWPASS, AND YOU AGREE THAT YOU WILL NOT MAKE A CLAIM AGAINST US FOR LOST DATA, RE-RUN TIME, INACCURATE OUTPUT, WORK DELAYS OR LOST PROFITS, LOST EMPLOYMENT OPPORTUNITIES, LOST INCOME, LOST BUSINESS OR GOODWILL, REPUTATIONAL RISK, OPPORTUNITY COST AND ANY OTHER LOSS, EXPENSES OR DAMAGES RESULTING FROM YOUR USE OF CREWPASS OR OF ANY CONTENT OR INFORMATION ACCESSIBLE THROUGH, OR IN CONECTION WITH, CREWPASS. IN THE EVENT WE ARE HELD LIABLE UNDER THIS CONTRACT OUR MAXIMUM AGGREGATE LIABILITY TO YOU IS 100 POUNDS STERLING.

1. Indemnification

You agree and undertake to indemnify and hold harmless us, our affiliates, representatives, agents, licensors, successors and assigns, and their respective directors, officers, employees and representatives, from and against any action, claim, proceedings loss, damages, liabilities, fines, penalties, orders and judgments, reasonable legal fees on a solicitor-client basis, expenses, costs, injuries  and any other liability that we or they may incur in relation to your use of CrewPass, including any transactions or transmissions made through or in connection with the CrewPass App, errors, omissions, false or fraudulent information, or in any information provided or uploaded by you, content of User Data provided by you, your breach of the Acceptable Use Policy, your breach of this Agreement or of the CrewPass App Terms of Use (Vessels), the activity related to your account carried out by you or any other person with access to CrewPass by using log-in credentials associated with your account, and all circumstances stemming from your use of CrewPass. 

1. Insurance 

You agree to maintain in full force and effect at all times during your participation in CrewPass, all insurance coverage that a prudent, comparable going concern would procure.

1. IT related Viruses

2. 1. We do not guarantee that CrewPass or the CrewPass site will be secure or free from bugs or viruses.

   2. You are responsible for configuring your information technology, computer programmes and platform to access CrewPass. You should use your own virus protection software.

   3. You must not misuse CrewPass by knowingly introducing viruses, trojans, worms, logic bombs or other material that is malicious or technologically harmful. You must not attempt to gain unauthorised access to CrewPass, the server on which CrewPass is stored or any server, computer or database connected to CrewPass. You must not attack our site via a denial-of-service attack or a distributed denial-of service attack. By breaching this provision, you would commit a criminal offence under the Computer Misuse Act 1990. We will report any such breach to the relevant law enforcement authorities and we will co-operate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use CrewPass will cease immediately.

3. No text or data mining or web scraping

4. 1. You shall not conduct, facilitate, authorise or permit any text or data mining or web scraping in relation to the CrewPass site or any services provided via, or in relation to, CrewPass. This includes using (or permitting, authorising or attempting the use of):

• Any "robot", "bot", "spider", "scraper" or other automated device, program, tool, algorithm, code, process or methodology to access, obtain, copy, monitor or republish any portion of CrewPass or any data, content, information or services accessed via the same.

• Any automated analytical technique aimed at analysing text and data in digital form to generate information which includes but is not limited to patterns, trends and correlations.

1. The provisions in this clause should be treated as an express reservation of our rights in this regard, including for the purposes of Article 4(3) of Digital Copyright Directive ((EU) 2019/790).

2. This clause shall not apply insofar as (but only to the extent that) we are unable to exclude or limit text or data mining or web scraping activity by contract under the laws which are applicable to us.

1. Miscellaneous

2. 1. Press Releases and Public Statements.  You cannot make any press releases or other public disclosures or statements, either written or oral, including on social media, in respect of CrewPass, without our prior knowledge and written consent. For greater certainty, you shall not publish any commentary, opinion, fact, or material relating to CrewPass without our prior written consent. We shall be permitted to advertise the fact that the Vessel is participating in and has integrated the CrewPass solution.

   2. CrewPass App Approval and Availability.  The CrewPass App approval and availability on the Apple App Store and Google Play Store are subject to approval by Apple and Google respectively. You acknowledge that such approval and availability may be delayed, and that we shall not be responsible or liable for any such delay.  We will notify you in the event of any significant delays to the availability of the CrewPass App.

   3. Assignment.  You may not assign or otherwise transfer this Agreement or any of the rights, interests or obligations hereunder without our prior written consent.  

   4. Notices.   Any notices, consents, waivers or other communications required or permitted to be given under the terms of this Agreement must be in writing and will be deemed to have been delivered: (i) upon receipt, when delivered personally; (ii) upon receipt, when sent by email at the address indicated below; or (iii) one (1) business day after deposit with a recognized overnight courier service, in each case properly addressed to the Party at the address indicated by that Party for receipt of notices. Either Party may from time to time change its notice address by written notice to the other Party.

   5. Force Majeure. The performance of this Agreement by either Party is subject to exceptional circumstances or circumstances beyond the Parties' reasonable control including, but not limited to, acts of God, war, government regulations, disaster, disease, epidemics, pandemics, quarantine restrictions, travel restrictions or advisories, terrorist actions, strikes, civil disorders, curtailment of transportation facilities or other emergencies, making it impractical, inadvisable, illegal or impossible for a Party to perform its obligations under this Agreement.  In these circumstances, this Agreement may be terminated immediately without penalty by written notice from one Party to the other.

   6. Non-Waiver.  The failure by either Party at any time to require performance by the other Party of any of its obligations shall not affect the other Party’s rights to require such performance at any time thereafter.  A waiver by either Party of a breach or specific delay shall not be taken or held to be a waiver of any subsequent breach or delay.

   7. Amendment.  This Agreement may be amended or modified only by a written agreement executed by both Parties.

   8. Independent Contractors. Both Parties are independent contractors, and nothing contained in this Agreement shall be deemed or be construed as to create a joint venture, business partnership, mandate, fiduciary or agency relationship between the Parties. Neither Party shall have the authority to contract on behalf of the other Party, bind or commit the other Party, or otherwise engage the responsibility or liability of the other Party, and shall make no representation to any third-party to the contrary. Each Party shall be responsible for its employees, subcontractors and agents.  

   9. No Exclusivity. Nothing in this Agreement is intended to create an exclusive relationship between the Parties, and each Party remains free to evaluate or engage in transactions or business relationships with other parties similar to the transaction and relationship established under this Agreement.

   10. Severability. If any provision of this Agreement shall be held invalid, illegal or unenforceable, such provision shall be amended only to the extent required to make same comply with applicable law or legislation, and the validity of the remaining portions or provisions of the Agreement shall not be affected thereby. 

   11. Cumulative Remedies.  Except as expressly provided in this Agreement to the contrary, the exercise or obtaining of any right, remedy or relief by a Party in connection with this Agreement, including the exercise of a right of termination, shall be without prejudice to any other right, remedy or relief vested in or to which such Party may be entitled at law, in equity or under this Agreement. 

   12. Successors and Assigns.  This Agreement and all provisions hereof are and shall be binding upon and inure to the benefit of the Parties hereto and their respective successors and permitted assigns.

   13. Survival. Any terms and conditions of this Agreement which by their nature extend beyond the Term or expiry of this Agreement shall survive the termination or expiry of this Agreement, including without limitation, Section 15 (Intellectual Property), Section 16 (Confidentiality), Section 20 (Disclaimer of Warranty), Section 21 (Limitation of Liability), Section 22 (Indemnification) and Section 7.5 (Consequences of Termination).  

SCHEDULE A

CREWPASS APP TERMS OF USE (VESSELS)

The CrewPass App Terms of Use

The following terms of use (Terms of Use) are entered into between CrewPass Ltd (us, we, our) and you (and your representatives and successors) as the user of the App (you, your, User) for vessel management and operational purposes (and not as a private individual).

1. The terms governing your use of the CrewPass App

By downloading and seeking to use the CrewPass App you agree to the following additional terms and conditions (updated from time to time) that will apply to you and govern your use of the CrewPass App and which will form an integral part of these Terms & Conditions:

1. The CrewPass Participation Agreement for Marine Vessels

2. The CrewPass Acceptable Use Policy; and

3. The Privacy Policy.

1. Before you use the CrewPass App

We ask you to carefully read these Terms of Use before using the App. These Terms of Use contain the terms and conditions that govern your use of the App. 

BY CHECKING THE “I AGREE TO THE TERMS AND CONDITIONS” BOX, YOU REPRESENT THAT YOU AGREE TO BE LEGALLY BOUND BY THESE TERMS OF USE, THE CREWPASS PARTICPATION AGREEMENT FOR MARINE VESSELS, THE CREWPASS ACCEPTABLE USE POLICY AND THE PRIVACY POLICY.

IMPORTANT NOTICE: The App is intended to (i) allow us to facilitate global background checks and ID verification to provide employment data for crew members; (ii) to allow you to upload certain discretionary data and personal information to CrewPass; (iii) allow you to access crew member profiles for your crew and vessel management and operations; (iv) act as a contactless monitoring and tracking of your crew movements onboard, including the embarkation on and disembarkation off the vessel;  (v) allow you to create and disseminate to your crew specific vessel information such as crew watch rotas and access to in and out boards; and (vi) to keep you in contact with your crew members, including through private and group chat facilities.  

THE APP IN NO EVENT REPLACES THE NEED FOR ANY PHYSICAL DOCUMENTATION THAT MAY BE REQUIRED FOR YOU TO VERIFY ANY IDENTIFICATION SUCH AS PASSPORTS OR IDENTIFICATION CARDS AND TO EMPLOY ANY CREW MEMBER ABOARD A VESSEL, OR TO VERIFY ANY MEDICAL TEST RESULTS AND VACCINATION DOCUMENTATION, AMONGST OTHERS. 

Only the crew of participating vessels will be able to use all the features of the App.

These Terms of Use are supported by reasonable and valuable consideration, including without limitation your use of the App and the receipt or use of data, content or services through the App, the receipt and adequacy of which you have acknowledged. You agree to be bound by these Terms of Use for the entire duration of your use of the App.

1. You and the CrewPass Mobile App

You agree to the following:

• You will provide all required information to create your User account, and agree that such information, including your personal data, will at all times be true, accurate, current and complete.

• You will at all times maintain and keep current the information associated with your User account to enable your full and uninterrupted access and use of the App and to enable employment agencies to access your current information.

• You will use the App responsibly and for the sole purposes intended by CrewPass.

• You will not impersonate any person, use an alias, an identity or a name that is not your own.

• You will not grant access to, share or otherwise allow any other person but you to use your credentials and the App.

• You may not otherwise rent, lease, sub-license, loan, transfer, or otherwise make available the App to someone else, whether for money, for anything else or for free. If you sell or dispose of any device on which the App is installed, you must remove the App from it.

• You will not access the App by any other means than through your User account, using your log-in particulars, and you will not attempt any unauthorised access to the App or to other systems or networks, by deriving a username or a password or by any other means.

• You will not translate, merge, adapt, vary, alter or modify, the whole or any part of the App, nor permit the App or CrewPass or any part of them to be combined with, or become incorporated in, any other programs, except as necessary to use the App and CrewPass, on devices as permitted in these terms.

In return for your agreeing to comply with these Terms of Use you may download a copy of the App onto any number of mobile or handheld devices and view, use and display the App and CrewPass on such devices for your personal use only. Please note that only one instance of the App linked to your CrewPass account may be open and active at any one time. If you log in to your CrewPass account from a device, you will be automatically logged out of your CrewPass account open on all other devices.

1. Protecting your Account

You are responsible for maintaining at all times the confidentiality of all information relating to your User account, including your log-in particulars, and for restricting unauthorized access to your electronic device. You are solely responsible for all activities and actions occurring in your account. You agree that the use of your password constitutes a security procedure for accessing the App and your profile, and is a commercially reasonable method of providing security against unauthorized access to or use of your account.

You will immediately contact us if you have reasons to believe that your password has been intercepted or compromised, or that there might be an attempted breach or unauthorized use of your account, password or any identifier used by you in relation to the App. Please  contact the administrator of the App at: customerservice@crewpass.co.uk.

You acknowledge that we will not be liable for any actions initiated under your account, even if you did not authorize such actions. We will not be liable for any injury, loss or damage of any kind arising from or relating to your failure to comply with your obligations under these Terms of Use, or for any acts or omissions by you or anyone else using your account or log-in credentials.

1. User Rules of Conduct

You agree to comply with the CrewPass Terms & Conditions and the CrewPass Acceptable Use Policy as well as any directions or guidelines as may be disclosed to you at any time in regard to your use of the App (together, the Rules of Conduct) which Rules of Conduct form an integral part of these Terms of Use.

In order to prevent irregular use of the App, we reserve the right to ask you to substantiate your compliance with these Rules of Conduct and you agree to respond to any such requests in full with reasonable transparency and without delay. You acknowledge that any breach of the Rules of Conduct will result in your immediate suspension and withdrawal of your User privileges.

1. If someone else owns the phone or device you are using

If you download or stream the App onto any phone or other device not owned by you, you must have the owner's permission to do so. You will be responsible for complying with these Terms of Use, whether or not you own the phone or other device. 

1. System Security and Reliability

We will use commercially reasonable efforts to provide reliable and secure access to the App, but we do not guarantee a secure and reliable access to the App at all times,   including in the event of heavy Internet traffic, automated maintenance and upgrades, forced and emergency shutdowns, denial of service, or exceptional and unusual circumstances beyond our reasonable control and events of force majeure.

You acknowledge that your access to and the availability of the App will be performed through wireless communication operating by the transmission of radio and signal frequencies, and as such may be interfered with by external sources or obstacles inherent in buildings, structures, vegetation or terrain, or acts of nature, and for which we do not guarantee a continued or error-free transmission, both in terms of quality or availability.

You understand and acknowledge the risks associated with transmission of data through the Internet and wireless infrastructures. We do not warrant or guarantee a fault-free and uninterrupted service, and you acknowledge that we will not be liable for any damages that you may incur, directly or indirectly, as a result of any downtime, delay, loss of data, loss of business, expenses or any other circumstances relating to the above.

You are solely responsible for protecting your computer equipment, technical environment, hardware, mobile devices, software equipment and any other materials and equipment against viruses, malware including but not limited to computer worms, ransomware, spyware, adware, trojan horses, keyloggers, rootkits and other malicious software and to ensure that your devices are free from any such viruses and malware. We will incur no liability, including without limitation, for direct and indirect damages, for viruses or any malware that may affect or impact your systems or devices, or viruses or malware resulting from your access to, or use of the App.

1. Third-Party Services

You acknowledge that your access to and the availability of the App, sources and referrals linked to the App and third-party services, are contingent upon the services made available by third party providers and their ability to maintain necessary licenses or permissions, network capacity, connectivity, network coverage, quality and availability. You will enquire as to the availability, nature and level of services, and conditions  applicable to such services, directly with any third-party, and we will not be responsible for the extent and quality of services made available to you by third-party services, including without limitation the hours of operation, availability, timely delivery of results, quality of services, payment terms and pricing.  You understand and expressly consent to the right of such authorized third-parties to access and process your personal data for the purposes of providing their services to you in connection with the App. Both employment agencies and a vessel’s use of CrewPass through their own systems (whether onboard the vessel, through the cloud or offered in any other manner) and provision of services will be considered a third party service.    

1. Third Party Links

The App and associated microsites or pages may provide links to other Internet sites or resources (Third Party Links). Such Third Party Links are provided for convenience only. You acknowledge that we have no control over such Third Party Links and you agree that we are not responsible for the availability of such external sites and resources, and that we do not endorse and are not responsible or liable for any content, advertising, products, services or other materials posted on, or available from, such Third Party Links and we are not responsible or liable, directly or indirectly, for any inconvenience, damage or loss that may result from your use of, or reliance on, any such Third Party Links. We may remove such Third Party Links at any time in our entire discretion without prior notice.

1. Privacy

We are committed to respecting and protecting your privacy to the greatest extent possible. We believe personal data should only be used for a precise and predetermined purpose. We process your personal Information in compliance with applicable data protection legislation. We will ensure, via a third-party provider, the encryption of the data on your device. The App is connected to the CrewPass solution which stores your personal information. Your personal information can only be accessed by others when you consent and share it through your use of the App, and you understand and expressly consent to your personal data being accessed and processed by us and by authorized third-parties for the purposes of making the App and its features available to you.

You expressly consent to the use of your personal data, by us, any of our partner employment agencies, for the purposes of providing this App to you and to allow for its intended use, including for advertising vacancies onboard a vessel, conducting the necessary criminal record searches and background checks, identification verification checks, sanctions compliance checks, provision of human resource functions, offering employment status and history information, in order to facilitate crew monitoring on and off any designated vessel, displaying crew rotas and on and off boards, and the participation in any private or group chat facilities, as well as for any internal analysis, validation, verification, and quality assurance functions relating to the aforementioned data. 

We only use any personal data we collect through your use of the App and CrewPass in the ways set out in our privacy policy. To learn more about the processing of your personal information, please read the CrewPass App Privacy Policy.

You expressly consent to us transferring your personal data on the CrewPass App to jurisdictions outside of the EEA for purposes of providing the CrewPass services, including to, from and through our partner third party providers.

Please be aware that internet transmissions are never completely private or secure and that any message or information you send using the App may be read or intercepted by others, even if there is a special notice that a particular transmission is encrypted.

1. We may collect Location Data

Certain Services including crew tracking and monitoring, vessel embarkation and disembarkation, and access controlled facilities, will make use of location data sent from your device. You hereby consent to us and our affiliates' and licensees', collection, retention, maintenance, processing and use of your location data. Whilst using the App you may not turn off this location data functionality on the device as this will interfere with one of the intended purposes of the App. Turning off this location data will be deemed a material breach of these Terms of Use and your rights to use the App will terminate.

1. We may collect Technical Data about your device and your usage of the App

By using the App or any of the CrewPass services, you agree to us collecting and using technical information about the devices you use the App on and related software, hardware and peripherals and information and data around your usage of the App, in order to improve our products and to provide the CrewPass services to you.

1. Intellectual Property and User Licence

CrewPass Content. As between you and us, all content, data, graphics, images, audio, video, software, products, trademarks, service marks, trade names, components, information (collectively, the CrewPass Content) accessible by means of the App, excluding the User Content, and all Intellectual Property associated to the App are proprietary to, and our exclusive property. The CrewPass Content and Intellectual Property are protected by international intellectual property laws. Except as specifically provided for in these Terms of Use, you are prohibited from modifying, copying, reproducing, publishing, transmitting, distributing, posting, executing, interpreting, transferring, assigning, sharing, advertising, commercializing, leasing or selling any CrewPass Content, in whole or in part, directly or indirectly, or from creating derivative works therefrom, without our specific prior written consent. The term Intellectual Property means any patents, registered designs, design rights, right to inventions, work product, any trade and business name, trademark, service mark, logo, trade dress or other name or mark that is owned or licensed and is protected or protectable under trade mark laws, regulations or conventions, including goodwill associated with same, trade secrets, copyright, moral rights, databases, rights in computer software, source code, object code, domain names, topography rights and utility models, records, documents, data or other intellectual property.

User License. As between you and us, we own and operate CrewPass and the App, and all other applications and features that might be linked to CrewPass. For the duration of your User account remaining active, we grant to you a single user, personal, limited, non-exclusive, restricted, non-assignable, non-transferrable, non-sublicensable and revocable license to access and use the App for your sole personal use and for the purposes as set out in these Terms of Use.

These Terms of Use will not be interpreted or deemed to transfer to you any right of ownership, license or otherwise, whether by estoppel, implication or otherwise, in or to the App or any of the applications, products, services, CrewPass Content, data or information accessible through the App. As between you and us, we shall be the sole and exclusive owner of all components of the App and all features and applications linked to CrewPass, and the use of the App, shall not pass to you any title to or other proprietary rights, such being expressly reserved to, and vested in, us and our authorized licensors. Any improvements, developments, modifications, changes, supplements, augmentations or works that may be derived from, created or otherwise presented by you in connection with the App and the features linked to CrewPass shall be our exclusive property and you irrevocably and forever assign to us all of your rights, title and interest which you may hold or claim in that regard.

User Content and Usage Data. Any and all information and related materials published, stored or uploaded by you to, or in connection with your use of the App (User Content) shall remain your property or under your control. You hereby grant to us a worldwide, non-exclusive, perpetual, irrevocable, transferable, sublicensable, royalty-free, fully paid-up license to copy, disclose, distribute, incorporate, modify, create derivative works and otherwise use the User Content and all images, sounds, text and other data embodied therein, for the purposes for which the User Content was uploaded and in accordance with these Terms of Use, subject to the rights of individuals and the protection of privacy and personal data. We will be in no manner responsible for your User Content.

You hereby grant to us a non-exclusive, worldwide, perpetual, irrevocable, royalty-free right to use the User Content, or data relating to your use of the App, for the purposes of providing this App to you and to allow for its use, as well as for internal analysis, validation, verification, and quality assurance.

We may collect, create, derive, use and publish aggregated anonymized data (Usage Data) relating to your and other users’ use of the App, for the purposes of, amongst other uses, analytics, statistics, trendsetting, industry publications, advocacy, training, education or developing or enhancing our products, services and publications. We own all rights, title and interest, including copyright, in and to all such Usage Data.

We will apply a zero tolerance approach in regard to postings to, or transmission through, the App and any communications linked to the App or CrewPass, including through media and social media, of any unlawful, infringing, disrespectful, controversial, judgmental, threatening, libelous, defamatory, obscene, indecent, pornographic or otherwise inappropriate material, or any material that may result in a breach of confidentiality or serve to identify or impact the natural rights and safety of individuals.

You undertake to refrain from advertising, issuing opinions or commentaries regarding the App or CrewPass, or any of its users and other parties, including any vessel owners or managers, in any public forum and on any media, including social media, without first obtaining our specific written prior consent, which will not be unreasonably withheld.

We recommend that you back up any content and data used in connection with the App, to protect yourself in case of problems with the App.

1. Contractual provisions in the Terms and Conditions applying to these App Terms of Use

The following terms of the Participation Agreement for Marine Vessels are expressly incorporated in and form an integral part of these Terms of Use by reference and will apply as if they were recorded in full in these Terms of Use:

• Warranty;

• Liability, with the inclusion of the following provision into the liability section: 

WE ASSUME NO RESPONSIBILITY OR LIABILITY TO YOU OR ANY THIRD PARTY IN CONNECTION WITH ACCESSING THE CHIP OF AN E-PASSPORT AS A RESULT OF INCORRECT INFORMATION PROVIDED BY YOU WITH RESPECT TO THE COUNTRY OF YOUR PASSPORT OR OTHERWISE.

• Indemnification

• Termination and Suspension

1. Changes to CrewPass and Terms of Use

The features of CrewPass and the App and the contents of these Terms of Use may be amended or supplemented by us, and we reserve the right to and to make modifications to CrewPass and the App or any of its features (including removing features permanently), at any time and at our entire discretion, by posting a notice to that such effect on the landing page of the App or any other reasonable means of communication.  You will be responsible to remain current and knowledgeable of any changes. You shall be deemed to have consented to all changes and amendments made to CrewPass and the App and these Terms of Use by your continued use of the App. You agree that each time you access and use CrewPass or the App, your usage will be subject to the Terms of Use as they are then expressed, and your continued use of CrewPass and the App will serve as your confirmation that you have read, understood and agreed to be bound by the same.

From time to time we may automatically update the App and change CrewPass to improve performance, enhance functionality, reflect changes to the operating system or address security issues. Alternatively we may ask you to update the App for these reasons. 

If you choose not to install such updates or if you opt out of automatic updates you may not be able to continue using the App and CrewPass.

1. Rights and Recourses 

The failure to require the strict performance of any provision of these Terms of Use or any failure to assert any rights we may have under these Terms of Use shall not be interpreted as a waiver of our right or recourse. The conduct of business practices or of the business relations between you and us shall not be deemed to modify these Terms of Use. All recourses are cumulative.

1. Interpretation

The section titles in these Terms of Use are for your convenience only and carry no contractual or legal effect whatsoever. The language in these Terms of Use shall be interpreted in accordance with its fair meaning and shall not be strictly interpreted for or against either party.

1. Severability 

Should any provision of these Terms of Use be found invalid or unenforceable, such provision shall be amended or stricken only to the extent required to comply with the applicable legislation and the validity of the remaining provisions of these Terms of Use shall not be affected.

1. Survival of Provisions

The provisions in these Terms of Use regarding intellectual property rights, protection of personal data and privacy, disclaimers of warranty, limitation of liability, indemnification and recourses shall survive the expiration of termination of your account and use of the App.

1. Entire Agreement

These Terms of Use constitute the entire agreement between you and us governing your access to and use of CrewPass and the App and supersedes any discussions, representations or undertakings respecting your account and use of the App.

1. Governing Laws, Jurisdiction and Venue

You agree that these Terms of Use and all matters as between you and us will be governed by and construed in accordance with the laws of England, as if a contract wholly entered into and performed within England, without reference to choice of law principles. Except as provided below, you irrevocably agree to submit to the exclusive personal jurisdiction and venue of the courts sitting in England.

1. We may transfer these Terms of Use

We may transfer our rights and obligations under these Terms of Use to another organisation or any affiliate. We will always tell you in writing if this happens and we will ensure that the transfer will not affect your rights under the contract. 

1. Limitation

Notwithstanding anything to the contrary provided under any applicable laws or statutes of limitations, unless prevented by law, a dispute under these Terms of Use must be noticed for arbitration within one (1) year of the events and circumstances giving rise to the dispute, failing which such dispute or claim will be permanently barred and of no effect.

1. Contact Us

For purposes of providing any notices permitted hereunder or for any inquiries, please contact us at: customerservice@crewpass.co.uk. 

CrewPass Limited is a limited liability company incorporated in England & Wales with registered number 10842250 and with registered address at F1 Adanac North, Adanac Drive, Southampton, Hampshire, England SO16 0BT, United Kingdom.

SCHEDULE B

NAME AND LOGO

App Name

CrewPass®

The Name CrewPass is a registered trademark in various jurisdictions globally and any reference to this trademark by the Vessel Participant must include the acknowledgement that it is a registered mark.

CrewPass Logo

The following name and logo are for use as the App icon on the App Store and as launch icon on mobile devices:

For clarity, the Vessel Participant shall obtain CPL’s prior written consent in order to use the above logos in external materials in each instance, and shall not use any other name, logo or trademark in connection with the App.

SCHEDULE C

VESSEL PARTICIPANT CUSTOMER SUPPORT

This Schedule describes the support process and resolution times the Vessel Participant can expect to receive when subscribing to CrewPass and using the CrewPass solution and App. 

Reporting and Escalation Process

It is your responsibility to identify and determine the severity of any incident and escalate to the CrewPass Customer Support using the associated reporting method as follows:

Severity

Definition

Reporting Method

Severity 1 

Critical Outage

• A production system or component is either down or unresponsive, which has direct and significant impact on a majority of end users.

• Any incident which results in non-compliance with relevant regulators

• Any security breach (confidentiality or integrity of information is compromised) or critical vulnerability

• Any key App features which relate to the access to or operation of CrewPass, including the CrewPass App, which are failing, preventing you and a significant number of crew members from using the functionalities of CrewPass.

Email to customer service 

Contact Number

+44 2381800917

Severity 2 

High Priority

• A production system is experiencing significant slowness or lag that is significantly affecting end users. Severity 2 issues may have workarounds that allow production to continue, albeit at a reduced efficiency or functionality

• Any secondary App features that are failing, preventing a significant number of crew members from using the functionalities of the CrewPass App whilst not impeded on the general access and operation by you of CrewPass.

• Any identification of security vulnerabilities that are not deemed critical

Email to customer service 

Severity 3 

Medium Priority

• Transient or other minor issues that negatively impact you or crew members experience on production systems. This also applies to transient, significant events such as connection loss or data loss in transit that can be corrected through the end user retrying the operation.

Email to customer service

Severity 4 

Low Priority

• Any issue on a non-production system

• Non-functional or aesthetic issue not affecting the usability of the CrewPass or the CrewPass App

Email to customer service

Response and Resolution Targets from Initial Incident Report

Priority Code

Initial Response

Update to Vessel Participant

Resolution Time* 

Severity 1

1 hour

2 hours

24 business hours

Severity 2^

1 hour

24 business hours

48 business hours

Severity 3^

8 Business hours

2 Business days

5 Business days

Severity 4^

12 Business hours

3 Business days

10 Business days

* Where resolution is dependent on clarification from an external party, the resolution time is measured from when such clarification is received by CrewPass.

^In the event you deem Severity 2, 3 or 4 incidents critical to their operations, you will have the possibility to recategorize the Priority of the incident to Severity 1, through escalation, to ensure a timely resolution.

Initial Response means telephone/email assistance to you from CrewPass Customer Service representative to progress resolution of a problem.

Business days are Monday to Friday 08:00 – 18:00 GMT, excluding public holidays.

Escalation Details

Please send any escalation issues to customerservice@crewpass.co.uk

Modifications and Maintenance to CrewPass 

Maintenance

CrewPass shall provide 7 calendar days' notice to you prior to any planned maintenance, with the reason, date, time and estimated duration. CrewPass will agree maintenance windows will be evenly shared across the global time zones to ensure no single vessel participant or region is continuously disadvantaged.

Upgrades

Upgrades are any support packs, hot-fixes, service packs, kernel updates, database fixes, middleware and/or to resolve incidents or problems, correct any errors or otherwise improve the operation or security of CrewPass and/or other fixes of a similar nature. We will provide you with 7 calendar days prior notice of any upgrades.

Enhancements

Enhancements means the introduction of new functionalities and/or interface elements to CrewPass that provide incremental updates and/or improvements.  Where the enhancement(s) are backwards compatible, we will provide you with 1 month prior notice of the enhancement(s).  Where the enhancement(s) are not backwards compatible and may require you to make minor adjustments systems, we will provide you with 3 months prior notice of the enhancement(s).

Major Releases

Major releases include the introduction of new functionalities and/or interface of CrewPass which are significantly different to any previous release. We will provide you with 3 months prior notice of any major releases.

SCHEDULE  D

CONTROLLER TO CONTROLLER DATA PROCESSING AGREEMENT 

The Parties agree as follows: 

DEFINITIONS 

The terms Data Controller, Data Processor, Data Subject, Personal Data, Personal Data Breach, Process, Processed, Processing and Special Categories of Personal Data shall have the same meaning as in the Data Protection Laws.

Affiliate means in relation to a Party, any entity which (directly or indirectly) controls, is controlled by and/or under common control with that Party. 

Data Protection Laws or DPL means all laws and rules, policies, guidance or recommendations issued by any governmental, statutory or regulatory body and any legally binding industry code of conduct or guideline, in each case relating to data protection, the processing of personal data and privacy and in force from time to time; and references to Data Subjects, Personal Data, Process, Processed, Processing and Processor have the meanings set out in, and will be interpreted in accordance with, such laws, rules, policies, guidance, recommendations, codes of conduct and guidelines. 

Data Security Incident means a breach of security leading to the accidental or unlawful destruction, loss,  alteration, unauthorised disclosure of, transfer, sale or rental, use or access to, Personal Data transmitted, stored  or otherwise Processed.

Data Subject Request means a request from a Data Subject to exercise any right under the DPL.

Model Clauses means (i) the standard contractual clauses for the transfer of personal data to data controllers established in third countries which do not ensure an adequate level of protection as set out in Commission Decision C(2004)5721, as updated, amended, replaced or superseded  from time to time by the European Commission; or (ii) where required from time to time by a Supervisory Authority for use with respect to any specific Restricted Transfer, any other set of contractual clauses or other similar mechanism approved by such Supervisory Authority or by DPL for use in respect of such Restricted Transfer, as updated, amended, replaced or superseded from time to time by such Supervisory Authority or DPL. 

Personal Data means any personal data, as defined in the DPL, disclosed by one Party (the Discloser) to the other Party (the Recipient) in the performance of that Party's rights or obligations under this DPA and the  Participation Agreement for Marine Vessels. 

Restricted Transfer means a transfer of personal data which is undergoing Processing or which is intended to be Processed after transfer, to a country or territory to which such transfer is prohibited or subject to any requirement to take additional steps to adequately protect the Personal Data for the transfer to be lawful under the Data Protection Laws.  

Supervisory Authority means any governmental or regulatory authority responsible for enforcing any Data Protection Laws and any replacement or successor body or person for any such authority from time to time.  

ROLES OF THE PARTIES 

The Parties acknowledge that each will act as a separate Data Controller in relation to the Personal Data which they Process. The Parties shall each comply with their respective obligations under the DPL in respect of their Processing of Personal Data. 

DISCLOSING OF PERSONAL DATA 

Each Party shall:  

1. Only disclose the Personal Data for one or more defined purposes set out in Annex 1 which are consistent with the terms of the Participation Agreement for Marine Vessels (Permitted Purposes);  

2. Ensure that it has: (a) informed Data Subject(s) that their Personal Data will be disclosed to the Recipient or to a third-party; and (b) obtained any necessary consents or authorisations required to permit the Recipient to freely Process the Personal Data for the Permitted Purposes; and  

3. Be responsible for the security of any Personal Data while in transmission from the one Party to the other.  

PROCESSING OF PERSONAL DATA 

Each Party shall comply with the principles as set out in Annex 2 of the DPA.  

DATA SECURITY INCIDENT  

Each Party shall promptly notify the other without undue delay after becoming aware of a reasonably suspected, “near miss” or actual Data Security Incident, including without limitation the nature of the Data Security Incident, the categories and approximate number of Data Subjects and Personal Data records concerned, the likely consequences of the Data Security Incident and any measure proposed to be taken to address the Data Security Incident and to mitigate its possible adverse effects. Where, and in so far as, it is not possible to provide all the relevant information at the same time, the information may be provided in phases without undue delay. Each Party shall co-operate with the other, to the extent reasonably requested, in relation to any notifications to Supervisory Authorities or to Data Subjects which are required following a Data Security Incident involving Personal Data.  

FURTHER CO-OPERATION AND ASSISTANCE 

Each Party shall co-operate with the other, to the extent reasonably requested, in relation to: (i) any Data Subject Requests; (ii) any other communication from a Data Subject concerning the Processing of their Personal Data; and (iii) any communication from a Supervisory Authority concerning the Processing of Personal Data, or compliance with the Data Protection Laws.  

RESTRICTED TRANSFERS 

Before making a Restricted Transfer, each Party will demonstrate or implement appropriate safeguards for that Restricted Transfer in accordance with Data Protection Laws and will ensure that enforceable rights and effective legal remedies for Data Subjects are available. Such appropriate safeguards may include without limitation: 

1. That the country or territory to which the Restricted Transfer is to be made ensures an adequate level of protection for Processing of Personal Data pursuant to a valid adequacy decision made in accordance with Data Protection Laws; and/or

2. That the relevant parties enter into an agreement in the form of the standard contractual clauses for the transfer of personal data to processors established in third countries approved in accordance with Data Protection Laws.  

AUDITS 

Each Party shall maintain all necessary documentation to evidence its compliance with this DPA. Each Party shall provide the other’s authorized representatives (including external auditors), on reasonable notice, the right to audit its business processes and practices and to ascertain its compliance with the undertakings given in this DPA. The Party initiating the audit will bear the cost and expense of any such audit, unless such audit discloses any breach oof the clauses of the DPA by the other Party, in which case the latter shall bear the full cost and expense of such audit. 

INDEMNITY AND LIABILITY 

Each Party shall be liable to the other Party for damages it causes by any breach of these clauses. Liability as between the Parties is limited to actual damage suffered. Punitive damages (i.e. damages intended to punish a Party for its outrageous conduct) are specifically excluded. Each Party shall be liable to data subjects for damages it causes by any breach of third-party rights under these clauses.  

For the duration of this DPA, each Party shall maintain a representative within its organisation authorised to respond to enquiries concerning the Processing of Personal Data under this DPA. Each representative shall respond to all such enquiries within a reasonable time. The appointed representatives for the Data Controllers are referred below. 

NOTICES 

Any notice required to be given to us under this DPA will be in writing and must be addressed to: customerservice@crewpass.co.uk. We will provide notices to you at the email address you have provided to us as part of your registration for CrewPass. If you change this email you must immediately notify us of the change.  

SURVIVAL 

The obligations set out in this DPA shall continue with full force and effect for so long as the Parties disclose Personal Data to each other in accordance with this DPA. 

GOVERNING LAW AND JURISDICTION 

This DPA and any dispute or claim arising out of or in connection with it (including any non-contractual disputes or claims obligations arising out of or in connection with the same) shall be governed by and construed in accordance with the provisions of the Agreement entered into by the Parties. 

Annex 1: Description of Processing

Data subjects

Crew Members

Purposes of the transfer(s) 

The Personal Data is shared to prove the Crew Member’s identity and to verify any criminal record search or background check of Crew Members for employment eligibility. 

The Personal Data will be used for crew management and vessel operation purposes such as creating and managing (i) crew rotas, (ii) news and notification boards, (iii) on and off board schedules, (iv) chat facilities, (v) monitoring crew activities and movements using beacon technology.

To enable Crew Members to post through the CrewPass App, updates to their profiles including biographies, provision of medical testing results, proof of vaccination, visa status, employment history or qualifications, references from previous employers, all directly to the encrypted wallet in CrewPass.   

Categories of data

Passport number, given names, surname, date of birth, gender, address, nationality, criminal record search and background check reports, and as applicable, qualifications, results of medical testing or proof of vaccination, visa status, employment history or qualifications, and references from previous employers.

Recipients

Participating parties to the CrewPass solution, as well as technology service providers.

Sensitive data  

Passport, criminal record and health information  

Additional useful information 

(e.g. storage limits and other relevant information): Personal data shall only be retained for long as it is required to perform the services for CrewPass and for so long as there is a contract with the user. In addition personal data may be retained for up to 7 years and will where require required by law, be  anonymised.  

Annex 2: Data Processing and Transfers Principles

Purpose limitation 

Personal Data may be Processed and subsequently used or further communicated only for purposes described in Annex 1 or subsequently authorized by the Data Subject. 

Data quality and proportionality

Personal data must be accurate and, where necessary, kept up to date. The personal data must be adequate, relevant and not excessive in relation to the purposes for which it is transferred and further Processed. 

Transparency

Data Subjects must be provided with information necessary to ensure fair processing (such as information about the purposes of Processing and about the transfer), unless such information has already been given by the data exporter. 

Security and confidentiality

Technical and organisational security measures must be taken by the Data Controller that are appropriate to the risks, such as against accidental or unlawful destruction or accidental loss, alteration, unauthorised disclosure or access, presented by the Processing. Any person acting under the authority of the Data Controller, including a Data Processor, must not Process the Personal Data except on instructions from the Data Controller. 

Rights of access, rectification, deletion and objection

As provided in Article 12 of the GDPR, Data Subjects must, whether directly or via a third-party, be provided with the personal information about them that an organisation holds, except for requests which are manifestly abusive, based on unreasonable intervals or their number or repetitive or systematic nature, or for which access need not be granted under the law of the country of the data exporter. Provided that the authority has given its prior approval, access need also not be granted when doing so would be likely to seriously harm the interests of the data importer or other organisations dealing with the data importer and such interests are not overridden by the interests for fundamental rights and freedoms of the Data Subject. The sources of the personal data need not be identified when this is not possible by reasonable efforts, or where the rights of persons other than the individual would be violated. Data Subjects must be able to have the personal information about them rectified, amended, or deleted where it is inaccurate or processed against these principles. If there are compelling grounds to doubt the legitimacy of the request, the organisation may require further justifications before proceeding to rectification, amendment or deletion. Notification of any rectification, amendment or deletion to third parties to whom the data have been disclosed need not be made when this involves a disproportionate effort. A Data Subject must also be able to object to the Processing of the Personal Data relating to him if there are compelling legitimate grounds relating to his particular situation. The burden of proof for any refusal rests on the data importer, and the Data Subject may always challenge a refusal before the authority. 

Sensitive data 

The data importer shall take such additional measures (e.g. relating to security) as are necessary to protect such sensitive data in accordance with its obligations hereunder. 

Data used for marketing purposes

Where Personal Data is Processed for the purposes of direct marketing, effective procedures should exist allowing the Data Subject at any time to "opt-out" from having his Personal Data used for such purposes. 

Automated decisions

For purposes hereof "automated decision" shall mean a decision by the data exporter or the data importer which produces legal effects concerning a Data Subject or significantly affects a Data Subject and which is based solely on automated Processing of Personal Data intended to evaluate certain personal aspects relating to him, such as his performance at work, creditworthiness, reliability and conduct. The data importer shall not make any automated decisions concerning Data Subjects, except when: a)  such decisions are made by the data importer in entering into or performing a contract with the  Data Subject, and the Data Subject is given an opportunity to discuss the results of a relevant automated decision  with a  representative of the parties making such decision or otherwise to make representations to these  parties, or b) where otherwise provided by the law of the data exporter.