Terms Of Use

Effective July 1, 2020

Welcome to the Naxxar Ltd (Hereafter ‘Naxxar’) Website and App. It is important to note that forthcoming Terms of Use (“Terms”) are a legally binding agreement between yourself the ‘User’ and Naxxar, (“Naxxar,” “we,” “our,” or “us”) and it is intended to govern your use encompassing, but not limited, to all communication including text, documents, data, information, software, graphics, audio, photographs and more that we and our affiliates or associates may make available to you (all of which we refer to as “Materials”), including our Website and App, mobile application “App” and any services, plug-ins, software or other Downloadable Tools (as defined below) that we may provide through any of our Website and App (the “Platform” and together with the Materials, this “Website and App ”). The terms "us" or "we" or "our" refer to Naxxar, the owner of this Website and App. Naxxar “Users” are the people who have created a Naxxar account, and Naxxar “Invitees” are people who have scheduled a meeting with a Naxxar User but who may, or may not, have registered with Naxxar. A Naxxar “Viewer” is a person who visits the Naxxar Website and App but may, or may not, be a Naxxar User or Naxxar Invitee.

If you are entering into these Terms on behalf of a company or other organisation, you have by accepting this agreement hereby represent, permit and warrant that you the User are authorised to enter into these Terms on behalf of such company or other organisation. Thus fully binding that company or other organisation with Naxxar.

IT IS FUNDAMENTALLY IMPORTANT THAT FOR GOOD ORDER AND IN YOUR BEST INTEREST THAT YOU THE USER TAKE TIME TO READ AND FULLY UNDERSTAND THESE TERMS CAREFULLY BEFORE BROWSING THIS WEBSITE AND APP OR USING THE MOBILE APPLICATION. USING THIS WEBSITE AND APP OR MOBILE APPLICATION INDICATES THAT YOU HAVE READ, UNDERSTOOD AND FULLY AGREED TO ACCEPT ALL THESE TERMS YOU CANNOT USE THIS WEBSITE AND APP IF YOU DO NOT ACCEPT THESE TERMS. TERMS CONTAIN A DISPUTE RESOLUTION AND ARBITRATION PROVISION THAT AFFECTS YOUR RIGHTS UNDER THESE TERMS AND WITH RESPECT TO DISPUTES YOU MAY HAVE WITH NAXXAR.

IF YOU ARE A NAXXAR USER, VIEWER, OR INVITEE LOCATED IN THE EUROPEAN ECONOMIC AREA, SWITZERLAND, OR UNITED KINGDOM, THE DATA PROCESSING ADDENDUM ACCOMPANIES THESE TERMS AND SETS FORTH OTHER TERMS OF OUR AGREEMENT THAT APPLY SOLELY TO THE EXTENT ANY INFORMATION YOU PROVIDE TO NAXXAR INCLUDES PERSONAL DATA OF INDIVIDUALS LOCATED IN THE EUROPEAN ECONOMIC AREA, SWITZERLAND, AND THE UNITED KINGDOM.

Scope

The Naxxar Technology Website and App enables digital marine insurance claims handling for international trade and shipping, providing a variety of digital services for shippers, cargo owners, shipping lines, freight forwarders and insurance professionals.

Any demos, quotes or prices on this site are only guides and Naxxar may not offer these to you. Naxxar reserves the right to decline any access, demos or product use its sole discretion.

All Services which appear on the Website are subject to availability and will be changed periodically to ensure that we serve our customers to the best of our ability.

In some cases we may make changes to the Services which are necessary to comply with any applicable law or safety requirement. We will notify you of these changes.

You may access and use the Website and App in accordance with these Terms. Please note that these Terms govern your use of the Website and App, including, but not limited to, the process through which your Invitees schedule appointments with you.

When using the features of the Website and App you are subject to any agreements, policies or guidelines applicable to such features that may be posted from time to time. All such agreements, policies or guidelines, including the Privacy Policy, the End User License Agreement and the Data Processing Addendum (as applicable) are hereby incorporated by reference into these Terms.

General Use

We invite you to use this Website and App for your individual purposes and not for the purposes of reselling ("Permitted Purposes") – Welcome to Naxxar.

Subject to these Terms, we grant you a limited, personal, non-exclusive and non-transferable license to use and to display the information and materials as well as a limited, personal, non-exclusive and non-transferable right to access and use the Website and App following the set-up of a Free Account or Paid Account as specifically identified below. You have no other rights in the Website and App and you are not permitted under any circumstances whatsoever to modify, edit, copy, reproduce, create, change derivative works of, reverse engineer, alter, enhance, or in any way exploit any portion of the Website and App in any manner. If you, in anyway, duplicate or make other copies of any portion of this Website and App while engaging in Permitted Purposes, then we ask that you be certain to keep copies of all of our copyright and other proprietary notices as they appear on this Website and App.

Subject to these Terms, we also grant you a limited, personal, non-exclusive, non-transferable license to download, install and operate any plug-ins, software, information, or other content that we may have specifically identified within the Website and App as available for downloading solely in connection with accessing the Website and App, including, but not limited to, relevant Naxxar browser extensions (“Downloadable Tools”). Such Downloadable Tools are also subject to the additional terms provided to you upon downloading, including without limitation our End User License Agreement.

The Naxxar Website and App is not created or intended for minors and individuals under 16 years of age. By registering for a Naxxar account, you state and warrant that you are at least 18 years of age, and you are responsible for ensuring that all Naxxar Users and Invitees are at least 16 years old. Creating an account with false information is a violation of our Terms, including creating an account on behalf of others or persons under the age of 18. The Naxxar Website and App is not created or intended for minors and individuals under 16 years of age. By registering for a Naxxar account, you state and warrant that you are at least 18 years of age, and you are responsible for ensuring that all Naxxar Users and Invitees are at least 16 years old. Creating an account with false information is a violation of our Terms, including creating an account on behalf of others or persons under the age of 18.

Account Registration

In order to use the Website and App, you need to firstly set up a Naxxar account. You may establish either a free account (“Free Account”) or a paid account (“Paid Account”) based on our service agreement with your corporate service provider. Naxxar reserves all rights to immediately end and terminate any additional Free Accounts set up by you, and any Free Accounts that have been inactive for over a period of 6 months or as per our service agreement.

When you create an account, we collect registration-related information, which includes your email address and your name and other personal information. Once you submit the required registration information, we alone will determine whether or not to approve your proposed account; this is at our full discretion. If approved, you will be sent an email notification directly detailing how to complete your registration. For as long as you use the account, you agree to provide true, accurate, current, up-to-date and complete information that can be input by logging into your account and making relevant changes directly. You are responsible for complying with these Terms when you access this Website and App, whether directly or through any account that you may set up through, or on, this Website and App. By creating an account, it is your duty to obtain and maintain all equipment and services needed for access to, and use of this Website and App as well as paying related charges immediately. You agree to choose a strong and secure password(s), and to maintain the confidentiality of your password(s), including any password of a third-party site that we may allow you to use to access this Website and App . Should you believe your password or security for this Website and App has been breached in any way, you must immediately notify us at info@Naxxar.uk

Naxxar or our billing processors collect your billing information when you upgrade to a Paid Account. All information is protected in accordance with our Privacy Policy and fully compliant with the Data Protection Act 2018.

Your account belongs to you. However, Naxxar controls the URL(s) assigned to your account and may change or deactivate the URL(s) without prior notice. If your account is paid for by another party for you to use (for example, paid and managed by your employer), the party paying for your account has the right to control it, manage it, and get reports on your use of the Paid Account as set out in our service agreement. The party paying for your account does not have rights nor access to your separate, personal account(s) that are neither paid for, nor managed by that party.

Legal Compliance

You, the User, agree to comply with all applicable domestic and international laws, statutes, ordinances, and regulations regarding your use of our Website and App. Naxxar reserves the right to investigate complaints or reported violations of our Terms, and to take any necessary action that we deem as appropriate, including, but not limited to, amending or terminating your User account, reporting any suspected unlawful activity to law enforcement officials, regulators, or other third parties, and disclosing any information necessary or appropriate to such persons or entities relating to your profile, e-mail addresses, usage history, posted materials, IP addresses, and traffic information, as allowed under our Privacy Policy and service agreement. You agree to promptly notify Naxxar in the event that you are made aware of any unauthorised or illegal or unlawful use of the Website and App.

Intellectual property

Our Website and App may contain our service marks or trademarks as well as those of our affiliates or other companies in the form of words, graphics, and logos. Your use of our Website and App does not constitute any right or license for you to use such service marks/trademarks in any form whatsoever. Our Website and App is also protected under international copyright laws, and should be strictly adhered to at all time. The copying, distribution, redistribution, use, or publication by you of any portion of our Website and App is strictly prohibited under all circumstances. Your use of our Website and App does not grant you ownership rights of any type whatsoever in our Website and App.

Renewal and termination

Paid Accounts will automatically renew for the same subscription period unless you cancel the account by the end of the then-current subscription period set out in the service agreement. You can cancel your account at any time by contacting customer service at info@Naxxar.com. Cancellation will be effective immediately, for which you will receive a confirmation email. It is important to note that after you cancel your account, you may not be further able to use or access the Platform, and you will not be entitled to a refund of any fees that you have paid as set out in our service agreement.

Subscription and fees

The subscription period for Paid Accounts can be monthly, yearly, or another duration described more fully on our pricing page and set out in our service agreement.

Paid Accounts are subject to fees based upon the account type you have chosen or selected. For renewals, Naxxar will automatically charge your payment method in the amount of the then-current fee for your type of account, plus applicable taxes. All payments are non-refundable as set out in our service agreement. To the extent that payment mechanisms are provided through third parties, you agree that Naxxar will have no liability arising from any acts or omissions of such third parties. If applicable, you agree to maintain current billing information

BY CREATING A PAID ACCOUNT, YOU CONSENT TO ALLOW NAXXAR TO CHARGE YOUR PAYMENT METHOD, EITHER DIRECTLY OR THROUGH ITS PAYMENT PROCESSORS, FOR THE AMOUNTS DUE FOR YOUR INITIAL SUBSCRIPTION PERIOD AND FOR ADDITIONAL SUBSCRIPTION PERIODS UNTIL YOUR ACCOUNT IS CANCELED OR TERMINATED. IT IS IMPORTANT THAT YOU PRINT OUT THESE TERMS AND CONDITIONS FOR YOUR RECORDS AS SET OUT IN OUR SERVICE AGREEMENT.

Notices

By using the Website and App, you consent to receive messages via emails, text and voice communications from us. Messages may include notices about updates, location, ads, documents transferred, applicable fees and charges, transactional information and other information concerning or related to this Website and App. These messages are part of our customer service, aimed at ensuring the best customer relationship with us. By scheduling a meeting as an Invitee with a Naxxar User, you consent to receiving transactional messages related to the scheduled meeting (e.g. booking confirmations and reminders). If, as an Invitee, you provide your phone number for text reminders, you also consent to receiving SMS text reminders from Naxxar related to the scheduled meetings between you and the Naxxar User.

You agree that any notices, agreements, disclosures, or other communications that we send you electronically will satisfy any legal communication requirements, including that such communications be in writing. You agree to keep your contact information up-to-date, and to monitor your email settings to ensure that you receive emails from us at your discretion and as necessary as set out in the Data Protection Act 2018.

Website and App links

Our Website and App may contain links to third-party Websites and Apps. These links are provided solely as a convenience to you to improve the service provided and enhance the customer experience. By accessing our Website and App, we do not create or have an affiliation with, or sponsor such third-party Websites and Apps which are entirely separate and independent from Naxxar. The insertion and use of links within our Website and App does not constitute any endorsement, guarantee, warranty, or recommendation of such third-party Websites and Apps. Naxxar has no control over the legal documents and privacy practices of third-party Websites and Apps, and by using them, you may be giving those third parties permission to use or control your information in ways Naxxar would not. As such, you access any third-party Website and App at your own risk.

Unauthorised use

For the avoidance of any doubt, and to be fully clear and unambiguous, we authorise your use of this Website and App only for Permitted and Lawful Purposes. Any other prohibited and unlawful use of this Website and App beyond the Permitted Purposes is strictly prohibited and, therefore, constitutes unauthorised use of this Website and App. This is because all rights to this Website and App remain our property.

Unauthorised use of this Website and App may result in the violation of various United Kingdom and international copyright laws, the deletion of your Naxxar account, or a block from the Website and App. Unless you have written permission from us stating otherwise, you are not authorised to use this Website and App in any of the following ways. (Note that these are examples only, and the list below is not a comprehensive list of everything that you are not permitted to do):

You are not allowed to use the Website and App:

  • In a manner that modifies, publicly displays, publicly performs, reproduces, or distributes any of this Website and App ;
  • To carry out fraudulent activities;
  • In a manner that violates any relevant law or the Terms of this agreement;
  • In a manner that violates any relevant law or the Terms of this agreement;
  • To stalk, harass, spam, or harm another individual, organisation, or business;
  • To disclose information that you do not have permission to disclose;
  • To impersonate any person or entity, misstate your Personal Data, or otherwise misrepresent your affiliation with a person or entity;
  • To interfere with or disrupt this Website and App or servers or networks connected to this Website and App;
  • To use any data mining, robots, or similar data gathering or extraction methods in connection with this Website and App;
  • To disseminate any viruses, worms, or otherwise harmful code; or
  • To attempt to gain unauthorised access to any portion of this Website and App or any other accounts, computer systems, or networks connected to this Website and App, whether through hacking, password mining, or any other means;
  • To submit or store Payment Card Industry data (such as credit card numbers) without using an authorised Naxxar payment integration;
  • To disclose or collect any information defined by relevant laws as biometric information, or any information that falls within the definition of “special categories of data” under the Data Protection Act and EU Data Protection Laws. “Special categories of data” include, for example, information about an individual’s race, ethnic origin, politics, religion, trade union membership, genetics, biometrics, health, sex life, sexual orientation, or criminal records.
Indemnification

You alone are fully responsible for any violation of these Terms by you under all circumstance whatsoever. You agree to indemnify and hold Naxxar, its parents, subsidiaries, affiliates, officers, agents, employees, resellers or other partners, and licensors harmless from any claim, demand, loss, or damages, including reasonable attorneys’ fees, arising out of or related to Personal Data, or the use thereof; these include, but are not limited to, allegations that any processing of Personal Data by Naxxar and/or you under this Agreement violates any applicable law or regulation, or infringes upon the privacy or intellectual property rights of a third party, any content that you disclose to Naxxar via your use of the Naxxar Website and App, your use of the Website and App, your violation of these Terms, or your violation of any relevant law.

Intellectual Property

Naxxar respects the intellectual property rights of others and encourages you to do the same. Accordingly, we have a policy of removing Submissions that violate intellectual property rights of others, suspending access to this Website and App (or any portion thereof) to any Naxxar User who uses this Website and App in violation of someone’s intellectual property rights, and/or terminating in appropriate circumstances the account of any Naxxar User who uses the Website and App in violation of someone’s intellectual property rights.

To be sure the matter is handled immediately, your written notice must:

  • Contain your physical or electronic signature;
  • Identify the copyrighted work or other intellectual property alleged to have been infringed upon;
  • Identify the allegedly infringing material in a sufficiently precise manner to allow us to locate that material;
  • Contain adequate information by which we can contact you (including postal address, telephone number, and e-mail address);
  • Contain a statement that you believe in good faith belief that the use of the copyrighted material or other intellectual property is not authorized by the owner, the owner's agent or the law;
  • Contain a statement that the information in the written notice is accurate; and
  • Contain a statement, under penalty of perjury, that you are authorised to act on behalf of the copyright or other intellectual property right owner.

Unless the notice pertains to copyright or other intellectual property infringement, the Agent will be unable to address the listed concern.

We will notify you that we have removed or disabled access to copyright-protected material that you have provided, if such removal is pursuant to a validly received Digital Millennium Copyright Act DMCA take-down notice. In response, you may provide our Agent with a written counter-notification that includes the following information:

  1. Your physical or electronic signature;
  2. Identification of the material that has been removed or to which access has been disabled, and the location at which the material appeared before it was removed or access to it was disabled;
  3. A statement from you under the penalty of perjury, that you have a good faith belief that the material was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled; and
  4. Your name, physical address, and telephone number, and a statement that you consent to the jurisdiction of a court for the judicial district in which your physical address is located, or if your physical address is outside of the United Kingdom, for any judicial district in which we may be located, and that you will accept service of process from the person who provided notification of allegedly infringing material or an agent of such person.

We reserve the full right, under our sole discretion, to terminate the account or access of any Naxxar User or Invitee who is the subject of repeated DMCA or other infringement notifications.

WARRANTY DISCLAIMER

THE WEBSITE AND APP AND ALL CONTENT ARE PROVIDED "AS IS" AND "WITH ALL FAULTS" AND THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE REMAINS WITH YOU, THE USER. WE EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND (EXPRESS, IMPLIED OR STATUTORY) WHICH INCLUDES, BUT IS NOT LIMITED TO, ANY IMPLIED OR STATUTORY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE OR PURPOSE, ACCURACY OF DATA, TITLE, AND NON-INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS.

THIS MEANS THAT WE DO NOT PROMISE YOU THAT THE WEBSITE AND APP IS FREE OF PROBLEMS AT ALL TIMES. Without limiting the generality of the foregoing, we make no warranty that the Website and App will meet your requirements or will be uninterrupted, timely, secure, or error-free, or that defects will be corrected. We make no warranty as to the results that may be obtained or as to the accuracy or reliability of any information obtained through the Website and App. No advice or information, whether oral or written, audio, images, documents obtained by you through the Website and App, or from us or our subsidiaries/other affiliated companies, will create any warranty. We disclaim all equitable indemnities.

LIMITATION OF LIABILITY

NAXXAR WILL NOT BE LIABLE TO YOU OR OTHERS FOR ANY DAMAGES RESULTING FROM YOUR USE OF THE WEBSITE AND APP, OR YOUR DISPLAYING, COPYING, OR DOWNLOADING ANY MATERIALS TO, OR FROM THE WEBSITE AND APP. IN NO EVENT WILL NAXXAR BE LIABLE TO YOU FOR ANY INDIRECT, EXTRAORDINARY, EXEMPLARY, PUNITIVE, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF DATA, REVENUE, PROFITS, OPPORTUNITIES, REPUTATION, USE, OR OTHER ECONOMIC ADVANTAGE) ARISING, EVEN IF WE KNOW THERE IS A POSSIBILITY OF SUCH DAMAGE.

NAXXAR’S MAXIMUM AGGREGATE LIABILITY TO YOU IN CONNECTION WITH THESE TERMS OR THE WEBSITE AND APP, REGARDLESS OF THE FORM OF ACTION (WHETHER SUCH LIABILITY ARISES DUE TO NEGLIGENCE, BREACH OF CONTRACT, MISREPRESENTATION, OR FOR ANY OTHER REASON), WILL AT ALL TIMES BE LIMITED TO THE GREATER OF (I) THE AMOUNT PAID, IF ANY, BY YOU TO NAXXAR IN CONNECTION WITH THESE TERMS IN THE TWELVE (12) MONTHS PRIOR TO THE ACTION GIVING RISE TO LIABILITY OR (II) POUNDS STERLING £100.00.

THIS LIMITATION OF LIABILITY IS PART OF THE BASIS OF THE AGREEMENT BETWEEN YOU AND NAXXAR AND SHALL APPLY TO ALL CLAIMS OF LIABILITY, EVEN IF NAXXAR HAS BEEN TOLD OF THE POSSIBILITY OF ANY SUCH DAMAGE, AND EVEN IF THESE REMEDIES FAIL THEIR ESSENTIAL PURPOSE.

UK Local domestic law

We control and operate the Website and App from our headquarters in London United Kingdom and the entirety of the Website and App may not be appropriate or available for use in other locations. If you use the Website and App outside the United Kingdom, you the User are solely responsible for following applicable local laws.

Naxxar and you the User shall comply with all relevant United Kingdom export control laws and regulations. Without limiting the foregoing: (a) you acknowledge that the Website and App may be subject to the United States Export Administration Regulations; (b) you affirm that you are not, and you will not (i) permit Naxxar Users or Invitees to access or use the Website and App in a United States’ embargoed country.

Please Read This Provision Carefully. It Affects Your Legal Rights.

This provision is designed to facilitate the prompt and efficient resolution of any dispute that may arise between you the User and us Naxxar. Effectively, then, “dispute” is given the broadest meaning enforceable by law and includes any claims against other parties relating to services or products provided or billed to you (such as our licensors, suppliers, dealers or third-party vendors) whenever you also assert claims against us in the same proceeding.

This provision sets out that all disputes between you and us will be resolved by binding arbitration because acceptance of these Terms constitutes a waiver of your right to litigate claims and all opportunity to be heard by a judge or jury. Given the Term of this agreement and for good order Arbitration will serve as a more cost efficient and expeditious manner of resolving all disputes which may arise under this agreement. The arbitrator must follow this agreement and can award the same damages and relief as a court (including attorney’s fees). YOU AND NAXXAR AGREE THAT ANY AND ALL DISPUTES, AS DEFINED ABOVE, WHETHER PRESENTLY IN EXISTENCE OR BASED ON ACTS OR OMISSIONS IN THE PAST OR IN THE FUTURE, WILL BE RESOLVED EXCLUSIVELY AND FINALLY THROUGH BINDING ARBITRATION RATHER THAN IN COURT IN ACCORDANCE WITH THIS PROVISION.

Mediation

For all disputes, you must first give us an opportunity to resolve the dispute which is first done by emailing us at info@Naxxar.uk the following information:

  1. your name,
  2. your address,
  3. a written description of your claim, and
  4. a description of the specific relief you seek must be clearly identified. If we do not resolve the dispute within 45 days after receiving your notification, then you may pursue your dispute in arbitration.
Arbitration Procedures

If this provision applies and the dispute is not resolved as provided above (mediation or pre-Arbitration Claim Resolution) either you or we may initiate arbitration proceedings. The arbitration will be commenced as an individual arbitration, and will in no event be commenced as a class arbitration. This provision governs in the event it conflicts with the applicable arbitration rules. Under no circumstances will class action procedures or rules apply to the arbitration. Because this Website and App and these Terms concern interstate commerce, the UK Arbitration Act 1980 governs the arbitrability of all disputes. However, the arbitrator will apply applicable substantive law consistent with the AA 1980 and the applicable statute of limitations or condition precedent to suit. You or we may initiate arbitration in London so long as we agree to pay any additional fees or costs which the arbitrator determines you incur as a result of the transfer. So long as you place a request in writing prior to commencement of the arbitration, we will pay all arbitration fees and associated costs and expenses for claims seeking up to £1,000, and unless the arbitrator determines that the claims were frivolous. But, you will still be responsible for all additional fees and costs that you incur in the arbitration which include but are not limited to attorneys’ fees or expert witnesses.

General Terms

Naxxar believes that direct communication resolves most issues: if we feel that you are not complying with these Terms, we will most likely inform you. We may even provide you with recommended necessary corrective action(s) if possible.

Neither You or Naxxar will be liable to the other for any delay or failure to perform any obligation under these Terms (except for a failure to pay fees) if the delay or failure is due to events which are beyond reasonable control, such as a strike, blockade, war, act of terrorism, riot, natural disaster, for failure, or diminishment of power or telecommunications or data networks or services.

Unless you have specifically notified Naxxar to the contrary in writing (including via email to info@Naxxar.com), Naxxar may disclose your company as a customer of Naxxar (if you use Naxxar for business purposes and/or use a business email address as your Naxxar User email address) and may use your company’s name and logo on the Website and App and in Naxxar. promotional content. Naxxar will request your prior written consent for any other uses.

Changes

We may amend our Terms at any time by publishing revised Terms on our Website and App and/or by sending an email to the address you gave us. These Terms are current as of the Effective Date set forth above. If any changes are made to these Terms, we will post them on this page, so please be sure to check back periodically. If you continue to use Naxxar after those changes are in effect, you agree to the revised Terms. Therefore, it is important for you to periodically review our Terms to make sure you still agree to them. If you object to any such modifications, your sole recourse will be to cease using this Website and App. Naxxar reserves the right to change any and all features of our Website and App, at any time, without notice.

Contact information

If you have any questions about these Terms or otherwise need to contact us for any reason, you can reach us at info@Naxxar.uk