GENERAL TERMS AND CONDITIONS FOR THE PROVISION OF SERVICES
These General Terms and Conditions apply to every work/project carried out by the company under the corporate name ALFA MARIN TECHNIKI SYMVOULEFTIKI MELETON KAI ERGON IDIOTIKI KEFALAIOUCHIKI ETAIREIA and with the commercial title ALPHA MARINE CONSULTING P.C., a company incorporated in Greece, with VAT number 998024946, and having its seat in 4, K. Mavromichali & 55, Kastoros Str., 185 45, Piraeus.
- Definitions and Interpretation
1.1. These General Terms and Conditions apply to the provision of services by AMC to its clients.
1.2. In these General Terms and Conditions, the following terms have the below definitions:
(a) “Agreement” means the terms of the Quotation sent by AMC to the Company and accepted by the Company, as well as these General Terms and Conditions.
(b) “Affiliate” means a company or individual which directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with a Party, as well as the directors and officers of a Party. For this purpose, control means the direct or indirect ownership of in aggregate fifty percent (50%) or more of voting capital.
(c) “AMC” means the company under the corporate name ALFA MARIN TECHNIKI SYMVOULEFTIKI MELETON KAI ERGON IDIOTIKI KEFALAIOUCHIKI ETAIREIA and with the commercial title ALPHA MARINE CONSULTING P.C., a company incorporated in Greece, with VAT number 998024946, and having its seat in 4, K. Mavromichali & 55, Kastoros Str., 185 45, Piraeus.
(d) “Company” means the respective client of AMC, to which AMC provides services, and to which the Quotation is directed.
(e) “Quotation” means any written quotation that has already been submitted by AMC to the Company (if the Services to which it relates are still being provided by AMC to the Company), and any written quotation that may be submitted by AMC to the Company in the future.
(f) “Parties” means AMC and the Company.
(g) “Services” means the services provided by AMC to the Company, as defined in a Quotation.
(h) “Third Parties” means any party other than the Company, its Affiliates, its employees and its agents, as well as AMC, its Affiliates, its employees and its agents. - Scope
2.1. Any Services conducted by virtue of a Quotation sent by AMC to the Company and accepted by the Company shall be governed by the specific terms of the Quotation and these General Terms and Conditions.
2.2. Where no written acceptance of the Quotation was made by the Company, the Company will be deemed to have accepted the Quotation, if the Services have been provided by AMC to the Company and the Company has not objected to the provision of the Services.
2.3. The Services and the fee for the provision of the Services are and/or will be defined in the Quotation.
2.4. If the Quotation contains terms inconsistent with these General Terms and Conditions, these specific terms of the Quotation shall supersede these General Terms and Conditions, while all remaining provisions contained in these General Terms and Conditions shall apply to all other matters.
2.5. Any work requested by the Company but being outside the scope of the Quotation (including alterations of or additions to documentation, subject to the specific terms of the Quotation) will be considered a request for further services (Order Deviation) and not be governed by the Quotation. In such case, AMC will send a new Quotation to the Company. - Confidentiality Obligations of AMC
3.1. AMC will not disclose to any Third Party any information sent or transmitted to it by the Company, which the Company marks as confidential (the “Confidential Information”).
3.2. By way of exception, AMC will disclose Confidential Information to Third Parties:
(a) if this disclosure is necessary, in order to provide the Services;
(b) if the Company has requested it (orally or in writing) to make this disclosure; and/or
(c) if this disclosure is required by a competent authority, a legal provision, a court, legislative, regulatory or administrative body or is necessary in order for AMC to establish, exercise or defend legal claims.
3.3. Even if marked as confidential by the Company, the following information will not be confidential:
(a) any information which, at the time when the Company sends or transmits it to AMC, has already been made public;
(b) any information which is already or subsequently comes in the possession of AMC by a different source other than by the Company, provided however that the source did not receive this information by the Company;
(c) any information which has been developed by or for AMC independently of any Confidential Information disclosed by the Company; and/or
(d) any information which the Parties subsequently agreed not to be confidential.
3.4. For the purposes of this clause, AMC will not be deemed to disclose any Confidential Information if it stores such information in its server, in the cloud or in portable devices, including laptops, and/or if it renders such information accessible to the Company, and/or to the employees and/or agents, experts or consultants of AMC. - Intellectual Property and Confidentiality Obligations of the Company
4.1. AMC shall retain all right, title and interest in and to any work, ideas, inventions, discoveries, tools, methodology, computer programs, processes, procedures, documents, reports, e-mails, opinions and improvements and any other intellectual property, tangible or intangible, whether in draft or in final form, which has been sent to the Company in relation to or pursuant with the Agreement (the “Protected Documents”).
4.2. The Company will only be entitled to use the Protected Documents in the context of the provision of the Services by AMC to the Company.
4.3. The Company will not, and will ensure that its Affiliates, employees and its agents will not, send, transfer or in any other way communicate any Protected Documents or any part thereof to any Third Party, except if:
(a) such communication is absolutely necessary in order for the Company to make full use of such Protected Documents in the context of the Services provided to it by AMC; or
(b) AMC agrees to the specific communication in writing. Any agreement of AMC to a specific communication of any Protected Documents or any part thereof to a specific person under this clause will not be deemed as an agreement of AMC for any future communications of any Protected Documents or any part thereof to other persons or of other Protected Documents to the same or other persons.
4.4. Any unauthorized use of the Protected Documents made by an Affiliate, an employee or an agent of the Company will be attributed to the Company and the Company will be liable towards AMC for such unauthorized use.
4.5. The obligations of this clause will survive the termination or expiration by any means of the Agreement. - Data Privacy
The Parties may provide each other with information related to an identified or identifiable individual, the processing and transfer of which will be done in accordance with the applicable data protection law. Each of the Parties determines the purposes and the means of the processing it conducts and neither of the Parties acts as a processor for the other Party. - Notices
Any notices to AMC shall be considered to have been given if they are either delivered personally, or sent by pre-paid first-class post or recorded delivery or by commercial courier to AMC, provided that they have also been sent by email at the addresses stated below:
Alpha Marine Consulting P.C.
Antonis Iordanidis, General Manager // a.iordanidis@alphamrn.com
Zacharias Yerasimou, Technical Director // z.yerasimou@alphamrn.com
4, K. Mavromichali & 55, Kastoros Street, Piraeus, Greece - Term, Termination and Liability
7.1. The Agreement as defined above will enter into force upon the acceptance of the Quotation by the Company and will remain in force, unless and until terminated in accordance with the provisions contained herein.
7.2. Either Party may terminate the Agreement immediately by written notice to the other if the other Party breaches any of the obligations assumed by virtue of the Agreement, whether intentionally or negligently (gross negligence), or if the other Party or its Affiliates become subject to bankruptcy or receivership proceedings, whether voluntary or involuntary, in any country in the world. This termination will take place immediately upon receipt of a Termination Notice sent by the non-defaulting Party to the Party in default.
7.3. The Party in default will be liable to compensate the non-defaulting Party against any damage or loss of earnings that the non-defaulting Party may suffer. In the event of a breach of clause 4 above by the Company, and apart from the liability for any material harm suffered by AMC, the Company will compensate AMC for the non-material harm sustained by AMC, and such compensation will not be less than three times the normal fee charged by AMC for the Services relating to the Protected Documents.
7.4. Regardless of the above, either Party may terminate the Agreement:
(a) by written notice, in which case the Agreement will be terminated sixty (60) days following the receipt of the Termination Notice by the other Party; or
(b) in accordance with the specific terms of the Quotation.
7.5. In the event the Agreement is terminated, whether under the provisions of clause 7.2. above or under the provisions of clause 7.4. above, AMC will be entitled to receive full payment for the Services it has already provided to the Company, including any expenses incurred by AMC. If the Services have not been completed at the time of termination but preliminary work has already been carried out by AMC, AMC will be entitled to receive payment on the basis of man-hours consumed multiplied by the usual hourly rates for fees applicable at the time of execution of the work, including any overtime supplement.
7.6. The Company shall fully indemnify and hold harmless AMC from any damage of any kind whatsoever, including without limitation legal expenses, fees and costs incurred, that AMC may sustain in case an individual or other entity brings a lawsuit or a claim or a writ of action against AMC or its employees or its representatives arising out of or in connection to any acts or omissions of the Company, its employees or its Affiliates.
7.7. If the Company becomes aware of any claim of any nature or circumstances which might give rise to a claim of any nature or which might give rise to litigation or arbitration concerning or connected with the subject matter of the Agreement and/or the provision of the Services to the Company, the Company shall immediately inform AMC accordingly and provide to AMC any information requested by it, to the extent permitted by law.
7.8. Where the Quotation relates to the provision of Services on a regular basis, in case the Company breaches its obligations for the payment of AMC’s fees and until full payment of all outstanding sums is effected, AMC has the right to suspend the provision of the Services to the Company. - Non-solicitation
The Company undertakes at all times during the Agreement, and for a period of two (2) years after the termination or expiration of the Agreement, to not solicit the employment or engagement of any of the employees of AMC or any experts, consultants or other persons instructed by AMC to provide services to the Company (whether or not such person would breach their contract of employment or engagement by reason of their leaving the service of the business in which they work). - Governing Law and Jurisdiction
Any dispute, controversy or claim arising out of or in connection with the Agreement or its subject matter whether in tort, contract, under statute or otherwise, including any questions regarding its existence, validity, interpretation, breach or termination shall be governed by and construed in accordance with the laws of Greece and the Parties submit to the exclusive jurisdiction of the courts of Piraeus.
Effective Date: 09.04.2024