Terms of service

By logging in or otherwise use our Services, you agree to these Terms of Service and have the legal authority to enter into this agreement.

If a valid and active agreement already exists between Portchain ApS and the company you represent, the existing agreement shall supersede these Terms of Service.

1. Definitions

1.1 ”Authorised Users” means named users that may access and use the Services.

1.2 ”Confidential Information” means non-public information that is identified as or would reasonably be understood to be confidential. Confidential Information of Portchain includes e.g. any information of the Services, including any potential software code and all algorithms, methods, techniques, documents, materials, quotes, proposals and processes revealed or utilized. Confidential information of the Customer includes the Customer’s data. Further, all commercial information – and all specific prices, terms and conditions agreed between Portchain and the Customer in separate agreements – shall be considered Confidential Information. Confidential Information does not include information that is or becomes known to the public without fault or breach of the Recipient.

1.3 ”Customer” refers to the individual or entity that agrees to the Terms by accessing and using the Services, including Authorised Users within an entity.

1.4 ”Discloser” means the party providing Confidential Information to the Recipient.

1.5 ”IPR” means intellectual property rights in patents, copyrights, trademarks, design rights or similar.

1.6 ”Personal Information” means information defined as personal information in the General Data Protection Regulation (EU/2016/679), Article 4(1).

1.7 ”Portchain” refers to the Danish company Portchain ApS, Pilestræde 52, 1 sal, 1112 København K, CVR 38 40 56 40.

1.8 ”Recipient” means the party receiving Confidential Information.

1.9 “Services” means the provision of the services set out in these Terms, including the Software provided as a Service and any other services set out in these Terms.

1.10 “Software” means the Portchain Connect software provided “as a Service” and any updates and upgrades to such Software in accordance with these Terms.

1.11 ”Terms” refer to the terms and conditions set out in this document.

2. Service Delivery

2.1 Portchain shall provide the Services in accordance with these Terms.

2.2 Portchain shall discharge its obligations in a good and workmanlike manner with reasonable skill, care, and diligence including good industry practice and in accordance with its own established internal procedures as applicable.

2.3 Portchain shall procure that its personnel are trained and suitable for the performance of the Services.

2.4 Portchain is entitled to use sub-contractors for the provision of the Services or part of the Services.

2.5 The Services are subject to support and maintenance as further set out in Sections 5 and 6.

3. Use of the Services

3.1 By accessing and using the Services, the Authorised Users and the Customer shall be considered to have accepted and be bound by these Terms.

3.2 The Services may only be used by employees of the Customer. No use of the Services by external consultants or other third parties is allowed, unless written consent is explicitly granted by Portchain.

3.3 The Customer is only entitled to use the Services for the intended use, and the Customer is not entitled to redistribute or resell any of the Services or other services to which the Services form part to any third parties.

4. IPR

4.1 Portchain retains all ownership and IPR to (i) the Services and any custom features, (ii) any outcome (of whatever nature) created as part of delivering the Services or using the Customer’s Confidential Information and (iii) any other services and/or deliverables provided under an Order Form. To the extent that the Services are changed, developed, or adapted as a result of input, feedback or ideas from the Customer or its employees or Authorised Users, Portchain acquires upon creation all IPR to any such changes, developments or adaptions as well as to any such input, feedback or ideas.

4.2 A party’s Confidential Information shall remain the sole property of such party and these Terms or any Order Form shall not transfer any ownership of a party’s Confidential Information. Irrespective of the foregoing, the Customer provides Portchain with a perpetual, non-terminatable, global, transferable, fully paid-up right to use the Customer’s Confidential Information, which have been shared with Portchain, for the purposes set out in these Terms.

5. Maintenance and Connectivity

5.1 The Services will be provided through a hosted environment, including any necessary systems software on which Portchain supports use of its Software, on physical or virtual servers selected by Portchain.

5.2 The Services are provided a SaaS solution, and as such updates, bug fixes and patches are installed on a running basis without informing the Customer. Updates are improvements in the functionality of existing features, i.e. updating to the newest version of a feature.

5.3 Portchain will be responsible for maintaining connectivity from its network to the Internet, and the connection shall be capable of servicing the relevant traffic to and from the hosted environment. The Customer shall facilitate connectivity to the Internet for the Customer’s users. The Customer is responsible for all costs associated with providing the necessary data to Portchain from the Customer’s systems, and if the Customer requires a virtual private network (VPN), the Customer shall pay for all associated costs.

5.4 Portchain uses an application programming interface (API) to facilitate communication between Portchain’s systems and the Customer’s systems. In respect of APIs, Portchain shall not be liable if:

5.5 Portchain cannot access or pull the Customer’s data due to circumstances wholly or partly caused by the Customer, or outside of Portchain’s control; or

5.6 The Customer’s systems are damaged, or unavailable, due to circumstances wholly or partly caused by the Customer, or outside of Portchain’s control.

5.7 Restrictions: Portchain shall have no obligation to correct a problem caused by the Customer’s negligence, the Customer’s equipment malfunction or other causes beyond the control of Portchain.

6. Support

6.1 Portchain will provide support by e-mail (support@portchain.com) and by phone. Phone support is provided for critical issues 24/7, while email support is provided for all other issues within Central European business hours 07:00-18:00 CET. Central European Business hours include national holidays, but do not include weekends.

6.2 The following table of “Service Levels” indicates response times after notification by the Customer. For each support request, a Portchain representative will assign a service priority according to this table.

Priority	Support means	Description	Examples	Response time targets
1 –Critical	Phone	Issue impacting availability or making any use of the Services impossible	(i) the application does not load; (ii) no port call is visible in the application	Within 60 minutes (hotline available 24/7)
2 –Urgent	E-mail	Issue rendering a major feature unusable	(i) port call information cannot be updated in the application; (ii) port call updates do not trigger email notifications	Within 4 business hours
3 –High	E-mail	Issue rendering a feature hardly usable	(i) the table of port calls cannot be sorted (ii) vessel LOA does not appear in the application	Within 8 business hours
4 –Feed- back and questions	E-mail	Any question, feedback, bugs that do not fit in other categories	(i) there is a typo in a label; (ii) in some cases, the application behaves unexpectedly, but there is a workaround	Within 2 business days

7. Warranties

7.1 Right to grant license: Portchain warrants that it owns all right, title and interest in and to the Services. The Customer’s exclusive remedy – and Portchain’s exclusive obligation – for a breach of this warranty is set forth Section 11 (Indemnity).

7.2 Malicious code: Portchain warrants that it has used reasonable efforts to ensure that the Services does not contain any malicious code such as worms, viruses, Trojan horses, protect codes, data destruct keys or similar codes intended to access, modify, delete, damage, deactivate or disable the Services. Customer’s sole remedy for Portchain’s breach of this warranty is that Portchain shall take action to investigate, identify and remove such malicious code from the Services. Similarly, the Customer warrants that it shall use reasonable efforts to ensure that its Authorised users do not introduce any malicious code into the Services and accepts that Portchain is entitled to suspend access to the Services in such an event.

7.3 Disclaimer of warranties: The limited warranties in this Section 7 are the only warranties granted by Portchain to the Customer. PORTCHAIN MAKES NO OTHER WARRANTIES WHATSOEVER, EXPRESS OR IMPLIED, WITH REGARD TO THE SOFTWARE AND THE SERVICES, NEITHER UNDER THESE TERMS NOR IN SEPARATE AGREEMENTS. PORTCHAIN EXPLICITLY DISCLAIMS ALL WARRANTIES OF SATISFACTORY QUALITY AND FITNESS FOR A PARTICULAR PURPOSE. PORTCHAIN DOES NOT WARRANT THAT THE SOFTWARE OR THE SERVICES – IN WHOLE OR IN PART – WILL BE ERROR FREE, OPERATE WITHOUT INTERRUPTION OR MEET THE CUSTOMER’S REQUIREMENTS.

8. Confidentiality

8.1 Except as otherwise permitted under these Terms or in a separate agreement between Portchain and the Customer, the Recipient of Confidential Information will not disclose the Confidential Information to any third party. The Recipient will use at least the same standard of care to maintain the confidentiality of the Discloser’s Confidential Information as the Recipient uses to maintain the confidentiality of the Recipient’s own Confidential Information, but in no event less than reasonable care.

8.3 Notwithstanding the foregoing, this Section 8 is not intended to prevent Portchain from:

• using and sharing customer data with authorised users of Portchain Connect to deliver the service, and the Customer recognizes and accepts that the value and characteristics of the Services are based on data sharing;
• using advice, ideas, concepts, know-how or techniques provided by the Customer, or the Customer’s employees or Authorised Users, to improve the Services; and
• using aggregated or anonymised data obtained from the Customer’s use of the Services to further develop the Services, or to provide aggregate reports or analytics to the Customer or third parties, provided that such data does not contain Confidential Information on an individual level, i.e. that can be traced back to the Customer, or Personal Information regarding the Customer or its employees, customers or Authorised Users.

8.4 The non-disclosure obligations under these Terms will remain in full force after the Customer discontinues its use of the Software.

9. Customer reference

9.1 Portchain may identify the Customer as a user of Portchain’s Services, and Portchain may use the Customer’s name and logo in doing so, including in sales presentations, marketing materials, and on its websites. Correspondingly, the Customer may use Portchain’s name and logo for similar purposes.

10. Security

10.1 Access restrictions: The Services may only be accessed and used by the Authorised Users approved by Portchain. The Customer is obliged to inform Portchain of additional Authorised Users. Portchain may implement access control to ensure that the system is only used by the approved number of Authorised Users, including controls related to Authorised Users’ IP addresses.

10.2 Technical safeguards: Portchain shall establish and maintain technical safeguards designed to protect against the destruction, loss, unauthorised access or alteration of the Customer’s data and Personal Information. The technical safeguards shall:

• be no less rigorous than those maintained by Portchain for its own data of a similar nature;
• be no less rigorous than accepted by EU industry standards; and
• adhere to applicable laws.

10.3 Specific requirements: The security procedures maintained by Portchain shall include:

• user identification and access controls to limit access to the Customer’s data to the Customer’s Authorised Users;
• the use of appropriate procedures and technical controls regulating data entering Portchain’s network from any external source;
• the use of encryption techniques when the Customer’s data is transferred into or out of the hosted environment;
• periodic employee security training of Portchain’s own staff; and
• regular testing of systems and software.

10.4 Incident reports: In the event that Portchain becomes aware that the security of any of the Customer’s data has been compromised, Portchain shall:

• promptly (within 24 hours of becoming aware of such information) notify the Customer;
• investigate the incident and provide a description of the causes to the Customer; and
• develop and implement an appropriate plan to remediate the cause of such incident, to the extent that the cause is within Portchain’s control.

11. Indemnity

11.1 Obligation to defend: Portchain will defend, indemnify and hold the Customer harmless from and against any loss, cost and expense to the extent arising from a third party claim against the Customer that the Services infringe the IPR of others. Portchain’s obligations under this indemnification are on the following conditions:

• the Customer must notify Portchain within 7 calendar days of receiving any such claim;
• the Customer must – in writing – grant Portchain sole control of the defense of any such claim and of all negotiations for its settlement or compromise, so long as such settlement of compromise does not result in payment of money by the Customer or an admission of guilt by the Customer; and
• the Customer must reasonably cooperate with Portchain to facilitate the settlement or defense of the claim.

11.2 Portchain shall not be liable if a claim arises from any modification of the Services by, on behalf of or at the request of the Customer. THIS SECTION 11 SETS FORTH PORTCHAIN’S ONLY OBLIGATION AND LIABILITY WITH RESPECT TO INFRINGEMENT OF IPR.

12. Force majeure

12.1 Neither party will be liable to the other for any failure or delay in performance due to circumstances beyond the party’s reasonable control, including e.g. unusual weather conditions and natural disasters, war and military mobilization, terrorist attacks, general strikes and lockouts, computer viruses, hacker attacks and attacks on IT systems, or import and export restrictions.

13. Limitations of liability

13.1 Except from the IPR indemnification as set out in Section 11, Portchain’s total aggregate liability cannot exceed an amount equal to any fees paid by the Customer in the preceding 12 months period calculated from the date of the event given rise to the claim.

13.2 Portchain is not liable for any indirect or consequential damages, including loss of profit, loss of goodwill, any failure to obtain or reach economic benefits and objectives, any loss of production, loss of data, and/or losses suffered because the Services cannot be used as assumed.

13.3 The Customer’s use of data, recommendation or other information generated by the Services or otherwise provided to the Customer shall remain the at the Customer’s full risk, and Portchain shall not be liable for any losses (of whatever nature) that may occur as a result of the fact that Customer uses such data or adopts its business to such data.

13.4 Similarly, Portchain’s use of data provided by the Customer shall remain at Portchain’s full risk, and the Customer shall not be liable for any losses (of whatever nature) that may occur as a result of the fact that Portchain uses such data or adopts its business to such data.

14. Governing law and disputes

14.1 These Terms, and all rights and obligations between Portchain and the Customer, shall be governed by Danish Law, irrespective of any international private law rules applicable to Denmark.

14.2 Any dispute between Portchain and the Customer which the parties cannot solve through negotiation shall be handled by the Danish Institute of Arbitration in accordance with its rules.