1.1 The Parties have concluded an Agreement by means of an Order Form outlining the basis for the Parties cooperation and Catchwise’s deliveries. These Terms of Use constitute the basis for Customer’s access to the software specified in the Order Form as further outlined in Clause 2 (the “Licensing Terms”).
1.2 Certain functionalities offered by Catchwise may require use of third-party Large Language Models (“LLM”) in order to deliver the service. Catchwise will integrate a suitable LLM from a third party but the delivery of the service might then be impacted by the LLM provider’s terms and conditions and Customer will take due notice of any restrictions of use or limitations of liability included in those terms, which will also apply to the delivery of the integrated service by Catchwise.
1.3 If the performance of Catchwise’s obligations under the relevant Order Form does require that the Customer obtain any particular software from third parties, Catchwise will assist the Customer with the acquisition of such software from relevant third-party suppliers. Where such third-party Software is required, Catchwise shall assist Customer with the selection, but unless otherwise agreed in writing, the software license shall be concluded directly between Customer and third-party provider and Catchwise shall not be responsible for the commercial content nor Customer’s compliance with such licenses.
2.1.1 Catchwise has developed several software solutions intended to improve fishing efficiency by providing various sets of data and interpretations to onboard personnel. These software solutions may be ordered independently or jointly in order to optimise ship efficiency. The software solutions – whether used independently or jointly – are meant to improve human efficiency of bridge personnel and are specifically not designed to perform any independent operations, nor may they be trusted to point out optimal fishing strategies in any part of the ocean without human assessment and oversight.
2.1.2 Catchwise will primarily allow Customer access to the Software by means of a web interface defined in the Order Form and further described below, through which Customer will have the functionality described for each software solution in the Order Form available for use. Some of the software solutions will require that Customer’s employees download an application to their mobile units in order to obtain information and analysis of external data sources.
2.1.3 Some functionality will require that the Software obtains information from Customer’s employees either through an API with the vessel’s onboard systems or by input. The Software is not an autopilot and has no functionality that could make it operate as such. Under no circumstances will the Software influence either mobile units or the vessel’s systems in a manner that would influence the operation of any shipboard or unit functions.
2.2.1 Catchwise grants the Customer, subject to the Customer having paid the agreed remuneration, a non-exclusive, time-limited a subscription-based right to utilize the features of the Software outlined in the Agreement solely for the term of the Agreement and solely for the purposes defined therein. This licensed right of use is limited to the use reasonably considered necessary for obtaining reasonable functionality from the features in the Software as described in the Agreement.
2.2.3 Neither during the Agreement nor after it ceases does the Customer have the right to copy the composition of Software or any other parts of Catchwise’s work methods or other know-how. In order to protect Catchwise’s business secrets, Customer does not have the right to reverse engineer, decompile, or otherwise disassemble the Software. For the avoidance of doubt; Customer shall not itself and shall not permit any others to:
i. modify, alter, adapt, translate, reverse-engineer, decompile, disassemble or attempt to discover the source code, underlying ideas, algorithms, file formats or programming interfaces of any software, or any other Catchwise technology in any way; or
ii. reproduce or prepare any derivative works of the software, or distribute, sell, or resell, the software in any manner or for any purpose. Customer shall not transfer any part of the software to a third party, in any readable format, unless approved by Catchwise in writing in advance.
iii. Copy content delivered by Catchwise to other data systems or units to any extent exceeding what is strictly necessary for obtaining the results and information that the Software ordinarily provides. Content available through Software user interfaces shall not be copied locally unless the user interface allows such functionality.
If required in Catchwise’s reasonable opinion, Catchwise may change the content of these Terms of Use and/or the Data Processing Agreement with three weeks’ notice to Customer’s contact person. The change will take effect from the expiry of the notice period.
2.4.1 In the Order Form, Customer has ordered a set number of individual user accounts for the Software. Customer may order additional Software licenses for other Customer group companies and/or new user accounts through Catchwise’s support services. Catchwise will open the accounts as soon as technically possible, invoicing will follow the order date, cf. clause 3.1 below.
2.4.2 Customer may request that Catchwise close any user account at any time, without providing any reason. Closing a user account will block any use of the Software through the current password and login data. Catchwise will not be liable for any loss of data or other issues created as a result of the Customer closing any user account.
Catchwise may also choose to discontinue certain functionality in present versions of the Software at Catchwise’s sole discretion.. If Customer considers the that the functionality is essential for Customer’s use of the Software, the Parties shall negotiate a solution in good faith, such as migrating the Customer Software to private cloud or increasing maintenance services to retain the functionality in question as well as the cost split for performing the solution. If no such solution is found, Customer will have the right to terminate the Agreement when the notified change is implemented, regardless of the expiry date of the Subscription Term.
2.5.2 Product Improvement: If Catchwise develops a new version of the Software with substantially modified properties compared to the version that the Customer has been given access to, the Customer shall be notified when the version is completed. The Customer shall then have the right to request access to the new version for test purposes.If the Customer wants to implement the new version on the commercial terms applicable to that version at the time Customer places the order, Customer may place the order either through Catchwise customer interfaces or by contacting Catchwise.
If the implementation requires customer-specific adaptations or integrations, Catchwise is obliged to offer such work as is necessary to grant Customer access to that version, provided that Catchwise has available capacity. Such work is carried out on a time and materials basis.
2.5.3 Beta Versions/new functionality: From time to time, Catchwise may make Beta Software available to Customers at no charge. Beta Software is intended for evaluation purposes and not for production use, is not supported, may have deficiencies and errors, and may be subject to supplemental terms and conditions. Such supplemental terms will be made available when the Beta Software is made available.The Customer is allowed to test such Beta Software at the Customer’s sole discretion and subject to the conditions in these Terms of Use as well as any supplemental terms, however, Catchwise will not be liable for any damage arising from the use of such Beta Software, including but not limited to loss of data inserted into the Beta Software or any time spent on training and configuring the Beta Software. Unless otherwise stated any Beta Software trial period will expire upon the date that a version of the Beta Software becomes generally available without the Beta Software designation. Catchwise may discontinue Beta Services at any time at Catchwise’s sole discretion and Catchwise may choose to never make them generally available.
3.1.1 Unless otherwise stated in the Order Form in writing, the following terms apply:
i. The applicable license fees will be invoiced annually in advance.
ii. Unless the Parties have agreed on a fixed price term, Catchwise may change the fees with effect for existing Agreements as of June 30th and December 31st. Changes to an agreed fixed price will only apply after the expiry of the agreed term. Any changes will be notified to the Customer contact two weeks in advance.
iii. The Customer may order additional Software licenses, user accounts, or other performance enhancing services through Catchwise’s support services. The Customer will obtain immediate access to the items ordered which will again be invoiced on the current monthly invoice. Any and all such additional services will be payable for the entire Subscription Term and will be automatically renewed for the subsequent Subscription Term unless canceled by the Customer with 30 days written notice before the expiry of the present Subscription Term.
iv. If the Customer terminates the Agreement and/or closes all user accounts prior to the end of the then-current Subscription Term, no refunds or credits will be provided for the remainder of the Subscription Term. In no event will termination relieve the Customer of Customer’s obligation to pay any fees payable to Catchwise for the period prior to the effective date of termination.
3.1.2 If there is a change in law which increases the cost of Catchwise’s deliveries during the Term of the Agreement, Catchwise has the right to increase its prices correspondingly with effect as of the next monthly invoice. Catchwise has the right to adjust its prices every twelve (12) calendar months from the Effective Date according to the change in the computer consultancy services price index by Statistics Norway (SSB). The change will take effect after thirty (30) days’ written notice to Customer.
3.1.3 Invoices shall be issued by Catchwise at such time as specified in the Agreement. Payment is due within fifteen (15) days from the date of the invoice.
3.1.4 Any payment not received by the due date will accrue interest in accordance with the Norwegian law on late payment (Nw: Forsinkelsesrenteloven), calculated from the due date until the payment is made in full. If any invoice remains unpaid for a period of more than 30 days after the due date, Catchwise may discontinue its delivery of the Software and block Customer user accounts until payment including applicable interest has been made in full.
3.2.1 The Agreement is concluded for an initial term of 12 months unless otherwise defined in the Agreement (the “Initial Subscription Term”), during which the Parties may only terminate for cause.
3.2.2 Unless the Customer terminates their Software license in accordance with the terms of the Agreement, the license will renew for a new Subscription Term of 12 months, unless another term has been defined in the Order Form. If not defined in the Agreement, the minimum notice period for termination is 30 days prior to the expiry of the current Subscription Term.
3.2.3 Unless otherwise agreed upon renewal, the license fees, service rates, hourly rates for support and/or other charges applicable to any such subsequent Subscription Term shall be Catchwise’sstandard subscription charges at the date of renewal.
3.3 Termination for cause
3.3.1 Customer may cancel any Software deliveries if the Software becomes unavailable for a prolonged period, Catchwise has made repeated efforts to correct the software and none of the conditions in clause 4.2 are present. In that case, Catchwise will refund all pre-paid software licenses, deliveries of other products under the Order Form will not be affected unless the cancellation of the SaaS Services makes the remaining deliveries commercially unusable.
3.3.2 Catchwise may terminate the agreement in case Customer commits any action leaving the system vulnerable to cyber security risk or if Customer infringes Catchwise IPR as defined in clause 2.2 in any way.
3.3.3 Without affecting any other right or remedy available to it, either party may terminate this Agreement with immediate effect by giving written notice to the other party if:
i. the other party commits a material breach of any other term of this Agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of thirty (30) days after being notified in writing to do so; or
ii. the other party becomes insolvent or suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due.
3.4 Consequences of termination
3.4.1 On the effective date of termination (the “Termination Date”) access to the Software will be terminated and all personal accounts ordered by Customer will be inoperative. Clause 2.2.3 and especially its last pt. will remain in full force and effect regardless of the reason for termination.
3.4.2 All rights granted to the Customer and any activities authorized by Catchwise under this Agreement shall cease with immediate effect;
3.4.3 The Customer shall immediately pay any sums due to Catchwise under this Agreement.
3.4.4 If applicable, Customer will ensure that all copies of any Software in its possession or control have been deleted, and return any materials provided by Catchwise during the Term.
3.4.5 Upon written request from Customer issued no later than five working days before the end of the Term or as soon as possible before the date the termination becomes effective for whatever reason, Catchwise will transfer Customer’s data stored on Catchwise’s application servers. The request must contain sufficient information regarding API and transfer modalities. Catchwise will charge any cost spent during transfer on a time and materials basis, if not otherwise stated in the Order Form. Catchwise will retain copies of data regarding Customer’s use of the Software for warranty purposes and may also retain anonymised Customer data for product improvement and –development purposes.
Customer acknowledges that Catchwise does not control the transfer of data over communications facilities, including the internet, and that Software availability may be subject to limitations, delays, and other problems inherent in the use of such communications facilities. The Parties agree that access to the Software is not business critical and that an interruption will not generate significant interruptions in Customer’s operations, loss of data or performance or risk thereof.
Consequently, Catchwise does not guarantee that the Software will be entirely error-free or that access to the Software will be uninterrupted.
Catchwise shall make reasonable efforts to mitigate “hallucinations” in LLM-based services, i.e. replies which are not based on facts or data from Customer data provided, and which significantly affects user output in quantity or consistency of error. Customer shall immediately report such hallucinations to Catchwise, who will initiate a best effort to re-train the LLM in order to correct the output where possible or to report the matter to any third-party provider of LLM, but Catchwise cannot warrant that such solutions will be free of hallucinations at any given time.
4.2.1 Catchwise cannot warrant that the Software will be available or generate the standard output where this is directly or indirectly due to
i. circumstances outside Catchwise’s control such as Force Majeure, lack of internet access, satellite communications or other sorts of network issues;
ii. actions or omissions by the Customer or Customer’s personnel, user failure such as or failure to review replies from LLM-based deliveries for reasonably detectable hallucinations;
iii. equipment, software or other technology under third party control such as downtime or problems in the vessel’s equipment;
iv. planned and notified maintenance or emergency maintenance deemed imperative by Catchwise.
Nor shall Catchwise be liable for unauthorized alteration, theft or destruction of Customer’s or any user’s data, files, or materials unless caused by Catchwise’s gross negligence.
4.2.2 Catchwise has no liability for any development, integration, implementation or training by Customer or any third party, including but not limited to any express or implied warranties that such developments remain stable during the term of this Agreement.
4.3.1 Unless otherwise agreed in writing, the Parties liability shall be limited as follows:
i. No compensation for indirect losses may be claimed. An indirect loss is, but is not limited to; the Customer’s loss of profit of any kind, loss due to interrupted operations, loss of use, loss of data, as well as third party claims.
ii. The maximum liability incurred by Catchwise, whether resulting from contract or tort (including liability for negligence or breach of statutory duty) or otherwise, including recourse claims for privacy-related fines and damages, shall not exceed an amount equal to the license fee for the previous License Period.
Other claims for compensation than those arising from this provision cannot be claimed between the parties.
4.4.1 Catchwise is obliged to provide Customer with the necessary licenses to enable the delivery of the Software to Customer throughout the term of the Agreement. Catchwise shall indemnify Customer for any claims that Catchwise’s sub-suppliers or other third parties raise against Customer for breach of their intellectual property rights. Customer shall immediately notify Catchwise of such claims.
4.4.2 Customer shall indemnify Catchwise for claims arising from a third party claiming that data, software, know-how or services that Customer uses when accessing services, provides to Catchwise in order to train the Software or to allow the Software to process, extract or annotate data as part of its intended scope, or is accessed or stored using Catchwise’s services, violates any copyright or proprietary rights or the rights of data subjects under applicable data protection law.
4.4.3 Catchwise is not responsible for any claims against Customer from third parties that a sub-supplier’s data or information are assembled or used in violation of any rights of third parties. Customer shall immediately notify Catchwise of such claims. Catchwise will transfer any and all rights provided by the relevant supplier under their warranty covering other third-party claims against intellectual property if Customer is approached by any such third party making any such claim, and the Parties agree that this will be Customer’s sole recourse against Catchwise for any such claims. The Parties shall then discuss solutions in good faith. Customer may require re-training of the Software and Catchwise will, on a “best effort”-basis seek to modify the Software to adopt to any valid claim from such third parties. If the Software’s performance fails, in Customer’s reasonable opinion, to meet the performance levels before the modification took place, Customer may cancel the Agreement and Catchwise will refund any invoiced license fees for the remainder of the applicable Term.
4.4.4 Both Parties have the right, at their own expense, to assume the defense of the claims that they shall indemnify the other Party under this provision.
5.1 This Agreement shall be exclusively governed by and construed in accordance with the laws of Norway, without giving effect to any choice or conflict of law provisions (whether of Norway or any other jurisdiction).
5.2 Catchwise operates the Software from Norway. Unless expressly stated, Catchwise does not represent that the Software or any other Catchwise product is appropriate, or available for, or legal to use, in other locations.
5.3.1 strictly comply with all legal requirements established under any such controls;
5.3.2 cooperate fully with Catchwise in any official or unofficial audit or inspection that relates to these controls; and
5.3.3 not export, re-export, divert, transfer, or disclose, directly or indirectly, any Software, data transferred to or obtained through use of the Software which may be subject to such controls, or related technical information, document, or material to any country where such actions are restricted by applicable local export control laws;
Unless otherwise stated in the Agreement or relevant Order Form, the Parties are entitled to assign its rights and duties regarding the Software under these Terms of Service to other legal entities in the same group of companies. Such assignation does not allow Customer to increase the number of users beyond what has been defined in the relevant Order Form. If the Customer intends to use the Software in several subsidiaries, the Customer must order new licenses for each new subsidiary.
Transfer of duties under the Agreement to a third party not part of the Party’s group requires the other Party’s written consent, such consent not to be unreasonably withheld or delayed. Changes in the ownership structure of any Party is not to be considered a transfer of rights under these Licensing Terms.
The right to payment under this Agreement may be assigned freely. Such assignment shall not release the relevant Party from its obligations and responsibilities.
Force majeure shall mean the occurrence of an event beyond the control of the Party in question, such as natural disasters (such as floods, earthquakes, storms), war, terrorism, strikes, lockouts, epidemics, fire, explosion, changes in legislation or public regulations, and serious disruptions in public communication or transportation. A Force Majeure event shall exempt the relevant Party from liability for breach of any terms of this Agreement if the event occurs after the date of this Agreement and provided that such party could not reasonably have foreseen the occurrence of such event at the time of entering into the Agreement and could not reasonably have avoided or overcome it or its consequences.
Each party shall cover its own costs resulting from Force Majeure.
The party invoking force majeure shall notify the other party without undue delay. Such notice shall also include the cause of the delay and the presumed duration. Each Party may terminate the Agreement if a substantial part of the Software have been unavailable due to Force Majeure for more than 90 working days. The Customer shall pay the agreed price for period that the Software has been contractually available before the termination of the Agreement.
In order for Catchwise meet certain of their obligations under the Agreement, Catchwise will have to integrate certain of the contractual obligations from the provider(s) of the relevant LLM into the Parties’ contractual relationship. Catchwise will have the right to change the terms in this Addendum with due notice to Customer in case the supplier of the LLM either change their terms and/or the functionality of their software in a manner that impacts Catchwise’s delivery under the Agreement.
Catchwise may disclose that Customer has purchased Software from Catchwise and use the relevant software for promotional purposes unless Customer disagrees with this in writing.
Any failure of either Party hereto at any time or from time to time to enforce or require the strict adherence and performance of any of the terms or conditions of the Agreement shall not constitute a waiver of such terms or conditions.