DSS Legal Terms and Conditions
- Please review the following terms of use that govern use, purchase, and possession of the products and information as they constitute a legally binding agreement between you (“Client”) and DSS Sustainable Solutions, Coastal Training Technologies Corporation, and the DSS group of companies (“DSS” or “dss+ ”) (“Contract”). If you are using the Services on behalf of an organization or entity, then you are agreeing to this Contract on behalf of that Client including any person provided access by Client (“User”) and you represent and warrant that you have the authority to bind the Client to the terms of this Contract. In this case, “you” and “your” refers to you and that Client. Additionally, DSS and Client may individually be referred to as Party and collectively as Parties.
- ANY SUCH ASSOCIATED TERMS AND CONDITIONS OF A CLIENT PURCHASE ORDER OR SIMILAR CLIENT-PROVIDED DOCUMENTATION SHALL BE OF NO FORCE AND EFFECT AND SHALL NOT IN ANY WAY BE DEEMED TO AMEND, MODIFY, SUPERSEDE, ALTER OR SUPPLEMENT THIS CONTRACT AND CLIENT EXPRESSLY WAIVES ANY PROVISIONS IN ANY FORM, PURCHASE ORDER OR OTHER DOCUMENT THAT PURPORTS TO CONTROL OVER THIS CONTRACT. THESE TERMS AND CONDITIONS MAY BE UPDATED FROM TIME TO TIME AT THE SOLE DISCRETION OF DSS.
- These DSS Legal Terms and Conditions shall apply to all transactions that do not have a valid, unexpired written agreement, duly executed by both Parties in place, ("Definitive Agreement"). Any valid and executed Definitive Agreement shall therefore supersede the DSS Legal Terms and Conditions. Any Definitive Agreement which is expired or not valid, the DSS Legal Terms and Conditions shall solely govern.
- The content, services, information, materials, deliverables and anything provided to Client by DSS (herein after collectively called “Services”) constitute consulting and/or training services relating to aspects of Client’s business and operations. DSS does not assume any responsibility for or control over any part of Client’s business or operations or employees. DSS does not solicit any action based upon its recommendations (materials, deliverables, reports, opinions, etc.). Client shall be solely responsible for accepting or rejecting any recommendations made by DSS. Client assumes the entire risk and liability with regard to its use and any subsequent actions arising therefrom. Opinions expressed are DSS’s current opinions as of the date of publishing only and may be subject to change.
- Each party owns all intellectual property it owned prior to entering the Contract. Client acknowledges that DSS’ Services contain DSS intellectual property rights. Client is granted a non-exclusive, non-transferable, non-licensable right to use and display the Services protected by such DSS intellectual property solely for internal purposes, for the benefit of Client’s internal business for the term indicated on the order or, if no term is indicated, for so long as Services are accessed or in possession (whether in use or not in use) of Client. Any Services by their nature are to be delivered by a DSS consultant only, shall only be delivered by a DSS consultant. Any other uses are prohibited. Client nor any Client users may remove or obscure the copyright notices or other notices contained in the Services.
- DSS warrants that unmodified Services will not infringe any validly issued copyright and represents and warrants it has the right and authority to make the Services available to Client. DSS makes no other express or implied warranties relating to Services including the warranty of fitness for purpose, merchantability or result. DSS has the right, in its sole discretion, to discontinue, delete or modify Services and any other information provided by DSS. The warranty provided herein shall not apply to any Services that have been modified by Client in any manner, discontinued by DSS or are outdated versions that have been replaced with an updated version regardless if Client has purchased the updated version or not.
- Except as otherwise provided herein, the information provided is provided on an “as is” basis without any representation or endorsement being made and without any warranty of any kind, whether express or implied, including but not limited to, any implied warranties of compatibility, security, and accuracy. DSS’S AGGREGATE LIABILITY TO CLIENT FOR ANY DAMAGES ARISING FROM THE BREACH OF THIS CONTRACT OR THE PROVISION OF ANY SERVICES, MATERIALS OR INFORMATION COVERED BY THIS CONTRACT, IS LIMITED TO THE TOTAL FEES PAID UNDER THE APPLICABLE TRANSACTION, ORDER, OR PURCHASE ORDER IN RESPECT TO WHICH DAMAGES ARE CLAIMED. NEITHER PARTY SHALL BE LIABLE FOR LOSS OF PROFITS OR FOR ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, EXEMPLARY OR OTHER DAMAGES.
- “Confidential Information” means information furnished by the disclosing party in any manner of disclosure identified as confidential or proprietary at the time of disclosure or otherwise disclosed in a manner such that a reasonable person would understand its confidential nature. The receiving party agrees not to disclose the confidential information obtained from the discloser to anyone, other than those employees or independent contractors having a need to know such information for the purposes of providing Services under this Contract, unless required to do so by law. The obligations of the receiving party under the terms of this confidentiality provision shall expire three (3) years from the earlier date of expiration or termination of this Contract.
- DSS may engage independent consultants' delivery resources (ICDRs) who have specialized knowledge and experience to assist in the performance of the Services; Contractor shall be fully responsible and accountable for its consultants. The use of ICDRs will not be deemed as a subcontract.
- This Contract and the performance of Services and provision of information shall be governed exclusively by laws of the State of Delaware, USA. Any disputes shall be submitted exclusively to the courts of that same location. Each Party shall comply with all applicable federal and state laws, codes, rules and regulations in performing its duties, responsibilities and obligations pursuant to this Contract.
- DSS insurance coverage is limited to those detailed on DSS’s certificate of insurance only. Certificate of insurance may be provided upon request of Client.
- DSS may, without Client’s prior written consent, assign this Agreement, in whole or in part in the event of a reorganization, consolidation or merger or to any affiliated company.
- Each Party represents and warrants that it and its shareholders, affiliates, directors, officers or employees is not the subject of any sanctions administered by any sanction authority (“Sanctions”). The Parties shall always comply with all Sanctions. Should a party's non-compliance results in the other party or its affiliates being subject to any investigation, violation of applicable laws, fines or penalties, the non-compliant party shall indemnify the other party against any loss or damage resulting from such breach. The affected party shall also be entitled to terminate this Contract with immediate effect and without liability.
Financial conditions:
- Payment terms 30 days as of invoicing date. Prices are exclusive of VAT. All invoices will be paid in US Dollars, entirely without withholding taxes or any fees and charges. No set off allowed. If Client is compelled to make any tax deduction or withholding tax, it will pay to DSS such additional amounts necessary to ensure receipt by DSS of the full amount.