Employer Terms of Service

These Employer Terms of Service (the "Employer Terms") describe your rights and responsibilities when using our online tools and platform (the "Services"). Please read them carefully. If you are an Employer (defined below), these Employer Terms govern your access and use of our Services.

Employers

If you signed up for a plan using your corporate email domain, your organization is Employer, and Employer can modify and re-assign roles on your workspace (including your role) and otherwise exercise its rights under the Contract. If Employer elects to replace you as the representative with ultimate authority for the workspace and you agree to take any actions reasonably requested by us or Employer to facilitate the transfer of authority to a new representative of Employer.

Agent's Appointment

The Employer hereby appoints Martide as the non-exclusive Martide of crew members for employment onboard vessels under the Employer's management/ownership and Martide accepts such appointment and shall operate and act as an agent of the Employer.

Duties of Martide

By the virtue of this Agreement, Martide commits itself to perform the following duties upon the Employer's request, via the specifically selected manning agents on the Martide platform, for a placement while complying all the times with the directions that the Employer may give:

Suggest properly qualified, competent and motivated seafarers of all ranks according to the requirements of the International Convention on Standards of Training, Certification and Watchkeeping for Seafarers, 1978, as amended and other regulatory requirements of the IMO and the Vessel's flag to perform the duties and responsibilities according to their rank; the seafarers shall have a good command of English language of a sufficient standard depending on the respective rank to enable them to communicate especially in an emergency and perform their duties safely
Furnish particulars of the seafarers available for service on Employer's Vessels
Verify and ensure the correctness, validity and duly renewal of all qualifications, licenses, documents and authorizations required in connection with the functions to be performed by the seafarers for service on the Employer's Vessels
Obtain and supply the Employer with health certificates such as but not limited to pre-employment medical examination (PEME) issued by properly qualified medical practitioners attesting the fitness for duty of each seafarer proposed by Martide for service on the Employer's Vessels; this pre-employment medical examination should also include the necessary vaccinations/inoculations and drug and alcohol tests as required
Supporting the Employer in occurring P & I cases in which one or all placed seafarers are involved until such case is closed
Render such other services as may be requested by the Employer and approved by Martide from time to time
Be independently informed about and comply with all present and future requirements in the shipping industry in connection with the services rendered under this Agreement at all times.

Duties of the Employer

The Employer and its personnel must use the Services in accordance with the Agreement solely for:

the Employer's own internal business purposes
lawful purposes
not resell or make available the Services to any third party, or otherwise commercially exploit the Services

When accessing the Service, the Employer and its personnel must:

not impersonate another person or misrepresent authorisation to act on behalf of others or Martide
correctly identify the sender of all electronic transmissions
not attempt to undermine the security or integrity of the Underlying Systems
not use, or misuse, the Service in any way which may impair the functionality of the Underlying Systems or impair the ability of any other user to use the Service; not attempt to view, access or copy any material or data other than that to which the Employer is authorised to access
neither use the Service in a manner, nor transmit, input or store any Data, that breaches any third party right (including Intellectual Property Rights and privacy rights) or is Objectionable, incorrect or misleading
and comply with any terms of use on the Website, as updated from time to time by Martide.

A breach of any term of the Agreement by the Employer's personnel is deemed to be a breach of the Agreement by the Employer.

To advise Martide, as far as possible, well in advance about the Employer's crew requirements together with the tentative dates of departure, port of joining and full style of agents at the port of signing on
To provide Martide with the information required for Martide to carry out their duties as listed under (2) above
To issue required letters for the obtaining of entry visa for the crew members for the country of signing on to the vessel designated by the Employer
To arrange for and provide hotel accommodation, meals and air or other transportation tickets of the crew members from first international airport of his home country to the port of signing on
To arrange for and provide air or other transportation tickets from the port of signing off to first international airport of his home country, whichever is available or convenient
To insure Crew and any connected persons proceeding to sea onboard for crew risk, which shall include but not be limited to death, sickness, repatriation, injury, shipwreck, unemployment indemnity and loss of personal effects with a first class insurance company, underwriter or protection and indemnity association
To ensure that the minimum required employment conditions etc. (if any) as required by local authorities at crew member's home country are fulfilled. Martide will advise these requirements separately.
To pay all sums to Martide punctually in accordance with the terms of this agreement.

Restrictions and Responsibilities

Employer will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any software, documentation or data related to the Services ("Software"); modify, translate, or create derivative works based on the Services or any Software (except to the extent expressly permitted by Martide or authorized within the Services); use the Services or any Software for time sharing or service bureau purposes or otherwise for the benefit of a third; or remove any proprietary notices or labels.

Employer represents, covenants, and warrants that Employer will use the Services only in compliance with Martide's standard published policies which can be found at https://www.martide.com/en/legal then in effect (the "Policy") and all applicable laws and regulations. Employer hereby agrees to indemnify and hold harmless Martide against any damages, losses, liabilities, settlements and expenses (including without limitation costs and attorneys' fees) in connection with any claim or action that arises from an alleged violation of the foregoing or otherwise from Employer's use of Services. Although Martide has no obligation to monitor Employer's use of the Services, Martide may do so and may prohibit any use of the Services it believes may be (or alleged to be) in violation of the foregoing.

Employer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, "Equipment"). Employer shall also be responsible for maintaining the security of the Equipment, Employer account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of Employer account or the Equipment with or without Employer's knowledge or consent.

Confidentiality; Proprietary Rights

For purposes of this Agreement, the term "Proprietary Information" shall mean all of the information, data and software furnished by one party to the other, whether in oral, written, graphic or machine-readable form, which may include but not be limited to, code, software tool specifications, functions and features, integration and shared data block specifications, financial statements, corporate and stock information, file layouts, marketing strategies, business, product or acquisition plans, current business relationships or strategies and Employer lists. Proprietary Information of the Employer includes non-public data provided by the Employer to Martide to enable the provision of the Services ("Employer Data"). "Proprietary Information" shall not include information which: (a) is or becomes available to the general public through no fault of either party; (b) is independently developed by non-disclosing party; (c) is rightfully received by the non-disclosing party from a third party without a duty of confidentiality; or (d) is required to be disclosed by court order or operation of law. Before disclosing any Proprietary Information under court order or operation of law, the non-disclosing party shall provide the disclosing party reasonable notice and the opportunity to object to or limit such disclosure.

Each party acknowledges that, in and as a result of visit(s) to the other party's facilities and/or discussions with a party's officers and employees, a party shall or may be making use of or acquiring Proprietary Information. As a material inducement to disclose such Proprietary Information, each party covenants and agrees that it shall not, except with the prior written consent of the other party, at any time directly by itself or indirectly through any agent or employee: (i) copy, modify, disclose, divulge, reveal, report, publish or transfer to any person or entity, for any purpose whatsoever, any Proprietary Information or (ii) use Proprietary Information for any purpose other than in connection with the consummation of the Proposed Transactions. Failure to mark any of the Proprietary Information as confidential, protected or Proprietary Information shall not affect its status as part of the Proprietary Information under the terms of this Agreement.

Each party covenants and agrees that all right, title and interest in any Proprietary Information shall be and shall remain the exclusive property of the disclosing party.

Martide shall own and retain all right, title and interest in and to (a) the Services and Software, all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with Implementation Services or support, and (c) all intellectual property rights related to any of the foregoing.

Notwithstanding anything to the contrary, Martide shall have the right collect and analyze data and other information relating to the provision, use and performance of various aspects of the Services and related systems and technologies (including, without limitation, information concerning Employer Data and data derived therefrom), and Martide will be free (during and after the term hereof) to (i) use such information and data to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other Martide offerings, and (ii) disclose such data solely in aggregate or other de-identified form in connection with its business. No rights or licenses are granted except as expressly set forth herein.

Any breach of this confidentiality will give Martide the right to terminate this Agreement with immediate effect.

Upon termination of the activities for the Employer or the termination of this Agreement, each party agrees to return or destroy, at each party's option, in whatever form, of Proprietary Information and all other materials containing any Proprietary Information, which is in such party's possession or control, no matter where such material is located.

Non-exclusive Service

Martide's provision of the Services to the Client is non-exclusive. Nothing in the Agreement prevents Martide from providing Services to any other person.

Subcontractors and Agents

Martide may use agents or subcontractors to assists in fulfilling Martide's duties subject to the Employers' approval. In all cases Martide shall remain fully liable for the due performance of their obligations under this agreement.

Procedure

The placement services rendered by Martide under this Agreement shall be subject to the following procedure:

The Employer shall issue a request for a placement of one or more seafarers in due time prior to the latest date by which the seafarer is required to join the Vessels.
Together with their request the Employer shall inform Martide about the specific rank, estimated duration of the assignment, the Vessel's flag, need for a work permit or other specific information regarding the intended assignment.
Martide shall confirm every request for a placement issued by the Employer and use its best endeavours to suggest a respective seafarer as soon as possible after receipt of such request for a placement. The final decision if a placement is accepted is in the sole discretion of the Employer.
Martide shall upon the Employer's confirmation arrange for the execution of seafarers' employment agreements, apply for visas, and collect all other documents in connection with the respective assignment of a seafarer pursuant to clause 2.1 as may requested by the Employer.
In the event Martide may not suggest a suitable seafarer or a cancellation by a suggested seafarer, Martide shall inform the Employer respectively without delay.

Authority

Martide and/or sub-agents shall have the authority to sign and execute employment contracts with suggested seafarers and on their behalf upon prior written acknowledgement by the Employer.

For the avoidance of doubt, without written consent of the Employer, Martide does not have the right to bind the Employer in agreements with third parties.

Martide shall promptly notify the Employer of any change in their staff that has an impact on their authority to act for and on behalf of the Employer.

Employment contracts shall be concluded by Martide on behalf of the Employer solely on the terms and conditions individually provided and approved via the platform by the Employer. Only contracts generated by Martide's platform are allowed to be forwarded to the seafarer, unless an exception is granted in writing by Martide on a case by case basis.

Martide shall supply the Employer with the original employment contract duly signed by both parties.

Martide shall supply the Employer with the latest national collective agreement, when applicable in English language.

The Employer confirms to Martide that employment contracts concluded by Martide under this Agreement, comply with applicable legislation based on the implementation of the Maritime Labour Convention.

Documentation and Auditing

Martide shall keep proper track and filing of documentation as required demonstrating compliance with his responsibilities above. Records of each crew member will be kept for until five years after a crew member has ceased his service with the Employer.

Files and records may be kept in an electronic format only.

The Employer may audit Martide at any time in order to verify Martide's compliance with their responsibilities as per this contract.

The Employer may audit Martide's Subagents with at least 2 weeks notice in order to verify the Subagents compliance with their responsibilities as per this contract.

In case of termination of this contract then Martide will return on all files and records related to the Employer's crew on to the Employer if requested.

Fees

Employer will pay Martide the then applicable fees described in the Order Form for the Services and Implementation Services in accordance with the terms therein (the "Fees"). If Employer's use of the Software Services exceeds the Software Service Capacity set forth on the Order Form or otherwise requires the payment of additional fees (per the terms of this Agreement), Employer shall be billed for such usage and Employer agrees to pay the additional fees in the manner provided herein.

A monthly fee (or pro rata) for Seafarers onboard the Employer's vessels provided through Martide's Manning Agent Services, counting from the day the crew member leaves his home city until he returns.

Martide reserves the right to change the Fees or applicable charges and to institute new charges and Fees at the end of the Initial Service Term or then current renewal term, upon thirty (30) days prior notice to Employer (which may be sent by email). If Employer believes that Martide has billed Employer incorrectly, Employer must contact Martide no later than 60 days after the closing date on the first billing statement in which the error or problem appeared, in order to receive an adjustment or credit. Inquiries should be directed to Martide's Employer support department.

Martide may choose to bill through an invoice, in which case, full payment for invoices issued in any given month must be received by Martide seven (7) days after the mailing date of the invoice. Unpaid amounts are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection and may result in immediate termination of Service.

The Employer will pay Martide's out-of-pocket expenses based on actual debit notes received by Martide required for processing the crew members and as agreed with the Employer, such as medical examinations, drug and alcohol tests, visa applications etc, taxes and dues to be paid to local authorities for processing the crew members' documents or authentication of certificates etc, vessels' Flag State required Certificates of Competence and other certification required (Crew members' national certificates will be maintained at the crew members own costs), Leadership, Stress Coping tests and Psychological pre-employment assessment when ordered by the Employer, Courier mail service of documents to the Employer, Satellite communication with the Employer's vessels.

Unless otherwise stated, Martide's fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including but not limited to value-added, sales and use, or withholding taxes, assessable by any local, state, provincial, federal or foreign jurisdiction (collectively, "Taxes"). Employer is responsible for paying all Taxes associated with its purchases hereunder. If Martide has the legal obligation to pay or collect Taxes for which Employer is responsible under this paragraph, the appropriate amount shall be invoiced to and paid by Employer, unless Employer provides Martide with a valid tax exemption certificate authorized by the appropriate taxing authority. Should any payment for the Services be subject to withholding tax by any government, Employer will reimburse us for such withholding tax. For clarity, Martide is solely responsible for taxes assessable against it based on its income, property and employees.

Agency fees are determined by the source of the Seafarer, which is viewable within the software;

Where Employer recruits Seafarers via Martide's Manning Agent network they will be charged at Manning Agent Officers Fee or Manning Agents Ratings Fee, depending on the crew's country of origin and rank requested on the job position.

Where Employer recruits Seafarers sourced directly in Martide database they are eligible for Martide Manning fee when deploying said Seafarers onboard Employer's Vessels.

Where the Employer directly recruits Seafarers into Martide platform they are eligible for Martide Direct Recruitment fee.

Term and Termination

Subject to earlier termination as provided below, this Agreement is for the Initial Software Service Term as specified in the Order Form, and shall be automatically renewed for additional periods of the same duration as the Initial Software Service Term (collectively, the "Term"), unless either party requests termination at least thirty (30) days prior to the end of the then-current term.

If no Software Service Term is in place the Agreement shall then terminate upon expiration of a period of six months from the date when the notice was given or when the last crew member supplied by Martide or return to his home city, whichever is the latest.

In addition to any other remedies it may have, either party may also terminate this Agreement upon thirty (30) days' notice (or without notice in the case of nonpayment), if the other party materially breaches any of the terms or conditions of this Agreement. Employer will pay in full for the Services up to and including the last day on which the Services are provided.

Upon any termination, Martide will make all Employer Data available to Employer for electronic retrieval for a period of thirty (30) days, but thereafter Martide may, but is not obligated to, delete stored Employer Data.

All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability.

Warranty and Disclaimer

Martide shall use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner which minimizes errors and interruptions in the Services and shall perform the Implementation Services in a professional and workmanlike manner. Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Martide or by third-party providers, or because of other causes beyond Martide's reasonable control, but Martide shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption.

Through the use of web services and APIs, the SaaS Service interoperates with a range of third party service features. Martide does not make any warranty or representation on the availability of those features. Without limiting the previous sentence, if a third party feature provider ceases to provide that feature or ceases to make that feature available on reasonable terms, Martide may cease to make available that feature to the Employer. To avoid doubt, if Martide exercises its right to cease the availability of a third party feature, the Employer is not entitled to any refund, discount or other compensation.

However, Martide does not warrant that the services will be uninterrupted or error free; nor does it make any warranty as to the results that may be obtained from use of the services. Except as expressly set forth in this section, the services and implementation services are provided "as is" and Martide disclaims all warranties, express or implied, including, but not limited to, implied warranties of merchantability and fitness for a particular purpose and non-infringement.

Martide warrants and undertakes that it

Complies with rules 1.4 Maritime Labour Convention
Complies with all applicable legislation based on the implementation of the Maritime Labour Convention
Complies with the relevant Data Protection Laws
Shall exercise all due care and diligence in the vetting, selection and proposal of seafarers and shall ensure that only properly qualified, licensed, competent and reliable seafarers are proposed conforming of the requirements of the International Convention on Standards of Training, Certification and Watchkeeping for Seafarers, 1978, as amended and other regulatory requirements of the IMO and the Vessel's flag and that they are physically fit for the service that they are required or may be expected to perform
Is holder of a Maritime Labour Convention certificate issued by the competent authority pursuant confirming the Agent meets all relevant requirements. Martide shall present within two months prior to the expiry date of the Certificate of Compliance on their own expenses a new Maritime Labour Convention certificate issued by the respective authority

Limitation of Liability

Neither the Employer nor Martide shall be under any liability for any failure to perform any of their obligations hereunder by reason of any cause whatsoever of any nature or kind beyond their reasonable control.

Without prejudice to Clause 12.1 Martide shall be under no liability whatsoever to the Employers for any loss damage, delay, expense of whatsoever nature, whether direct or indirect (including but not limited to loss of profit arising out of or in connection with detention of or delay of the vessel) and howsoever arising in the course of performance of the services as per this contract, unless same is proved to have resulted from gross negligence and willful default of Martide, or any of his employees or agents, or subcontractors, Martide's liability for each incident or series of incidents giving rise to a claim or claims shall never exceed a total of ten (10) times the equivalent monthly fee for a crew member payable as per this contract.

Except to the extent and solely for the amount therein set out that Martide would be liable under Clause 12.1 the Employer hereby undertake to keep Martide and their employees, agents and sub-contractors indemnified and hold them harmless against all actions, proceedings, claims, demands or liabilities whatsoever or howsoever arising which may be brought against them or incurred or suffered by them arising out of or in connection with the performance of this Agreement and against and in respect of all costs, loss, damages and expenses (including legal costs and expenses on a full indemnity basis) which Martide may suffer or incur (either directly or indirectly) on the cause of the performance of this Agreement.

Notwithstanding anything to the contrary, except for bodily injury of a person, Martide and its Martides (including but not limited to all equipment and technology Martides), officers, affiliates, representatives, contractors and employees shall not be responsible or liable with respect to any subject matter of this agreement or terms and conditions related thereto under any contract, negligence, strict liability or other theory: (a) for error or interruption of use or for loss or inaccuracy or corruption of data or cost of procurement of substitute goods, services or technology or loss of business; (b) for any indirect, exemplary, incidental, special or consequential damages; (c) for any matter beyond Martide's reasonable control; or (d) for any amounts that, together with amounts associated with all other claims, exceed the fees paid by the Employer to Martide for the services under this agreement in the 12 months prior to the act that gave rise to the liability, in each case, whether or not Martide has been advised of the possibility of such damages.

Acts or omissions of the Crew

Notwithstanding anything that may appear to the contrary in this Agreement Martide shall not be liable at any time for any act or omission of any crew member even if such acts or omissions are negligent, grossly negligent or willful, except only to the extent that they are shown to have resulted from a failure by Martide to discharge their obligations under Clause 5, in which case Martide shall be liable as per Clause 12.2, and the maximum liability is limited as per this clause.

Miscellaneous

If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. This Agreement is not assignable, transferable or sublicensable by Employer except with Martide's prior written consent. Martide may transfer and assign any of its rights and obligations under this Agreement without consent.

This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein.

No agency, partnership, joint venture, or employment is created as a result of this Agreement and Employer does not have any authority of any kind to bind Martide in any respect whatsoever. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and lawyers' fees.

All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested.

The parties shall work together in good faith to issue at least one mutually agreed upon press release within 90 days of the Effective Date, and Employer otherwise agrees to reasonably cooperate with Martide to serve as a reference account upon request.

Law and Arbitration

This Agreement is governed by and shall be construed in accordance with Singapore law, and any dispute arising out of or in connection with this agreement shall be referred to arbitration in Singapore.