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This document provides the details of our partner agreements as follows:

Page

Our sub distributor agreement 2

Our ISO certified reseller agreement 45

Our non ISO certified reseller agreement 86

Our fulfilment agent agreement 124

Our referral agent agreement 128

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OUR SUB-DISTRIBUTOR AGREEMENT

THIS AGREEMENT IS DATED [insert date] (“Effective Date”)

Between:

(1) [INSERT GNS ENTITY], a company incorporated in [ ] with registered number [ ] and having its registered office at [ ] (“Supplier” or “Us”); and

(2) [INSERT FULL NAME OF SUB-DISTRIBUTOR ENTITY] a company incorporated in [ ] with registered number [ ] and having its registered office at [ ] (the “Company” or “You”).

Background

(A) We wish to appoint you as our sub-distributor for the promotion and sale of the Products and Services (as defined below).

(B) You have agreed to accept the appointment as sub-distributor for the promotion and sale of the Products and Services on the terms and conditions set out below.

(C) [We also wish to appoint you as our fulfilment partner for the fulfilment of certain orders of Products and Services. You have agreed to accept the appointment as fulfilment partner for the fulfilment of certain orders of Products and Services on the terms and conditions set out below and, in particular, Schedule 6].]

The Agreement

The Agreement comprises of (as applicable):

1.1 This front page

1.2 Your Products and Services set out in Schedule 1

1.3 The Terms and Conditions set out in Schedule 2

1.4 Annual Target Sales set out in Schedule 3

1.5 Your Duties set out in Schedule 4

1.6 Returns Policy set out in Schedule 5

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1.7 [Fulfilment Services set out in Schedule 6]

1.8 [Print on Demand set out in Schedule 7]

1.9 [UK Consolidation Services set out in Schedule 8]

If there is any inconsistency between the front page and the Schedules, the front page will prevail to the extent of the inconsistency.

Definitions

Any capitalised terms which are not defined on this front page are defined in Schedule 2.

Term

This Agreement shall commence on the Effective Date and shall continue for an initial term of three years (the “Initial Term”). Thereafter this Agreement shall continue for successive twelve (12) month periods unless and until terminated by either party on thirty (30) days’ written notice given to the other to expire on the expiry of the Initial Term or any anniversary of it.

SIGNED FOR ON BEHALF OF[INSERT GNS ENTITY]

SIGNED FOR ON BEHALF OF[INSERT SUB-DISTRIBUTOR ENTITY]

by by

________________________________Print Full Name

________________________________Print Full Name

________________________________Director/Company Secretary/Authorised Signatory


Date Date

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Schedule 1 – Your Products and Services

NAVIGATIONAL PRODUCTS2 Paper Charts and PublicationsBritish Admiralty Charts (published by UKHO) List LessBritish Admiralty Publications (published by UKHO) List LessOther Hydrographic Office Charts List LessOther Hydrographic Office Publications List LessLoose Leaf Radio Signals & Lights Lists: Admiralty publications supplied in loose leaf binder for easier corrections

List Less

International Maritime Organisation (IMO) Publications List LessInternational Telecommunications Union (ITU) Publications List LessOther Miscellaneous Publications List Less

3 Notices to MarinersBA Notice to Mariners Premium Pack: Produced by the UKHO with colour correction blocks printed on paper identical to the one used for charts.

List Less

BA Chart Correction Tracings Premium Pack: Features enhanced and validated against weekly NM. Produced to ISO 9001.

List Less

Radio Signals & Light Lists – GNS Loose Leaf weekly update packs

List Less

Weekly updates (Radio Signals)Weekly updates (Light Lists)

4 Electronic ChartsAdmiralty Vector Chart Service List LessPrimar ENC Service List LessAdmiralty Raster Chart Service List LessTransas Admiralty Data Service List LessTransas TX-97 List LessJeppesen CM-93 List Less

5 Digital PublicationsAdmiralty Digital Publications (ADP) List LessAdmiralty e-Navigational Publications (eNPs) List LessSeamanship Library List Less

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IMO Bookschelve List Less

SOFTWARE SOLUTIONS6 e-Data: NTMs, Tracings and digital chart and

publications updates via email and webeData Software(a) Initial Software List Less(b) Annual Renewal Fee List LesseData Updating ServicesWeekly NtMs and Tracings List LessDigital Updates List Less

7 Voyager Planning Station: Back of bridge chart management and planning software including chart and publication updating.

Essentials: Inventory management, product catalogue and route based ordering

Free Of Charge/List Less

Voyager Packages:(a) NTMs service: Compressed Notices to Mariners and

Navarea Warnings via email and web. Excludes Tracings.List Less

(b) Paper updating: For vessels navigating with BA paper charts and publications. Includes compressed Tracings, NtMs, Navarea Warnings, Annual and Cumulative NtMs supplied via email and web plus a certificate of compliance.

List Less

(c) Paper and digital updating: For vessels in transition to digital navigation. Combines both paper and digital updates. Includes AVCS and AIO viewer and compressed Tracings, NtMs, Navarea Warnings, Annual and Cumulative NtMs, AVCS and AIO updates and ADP updates supplied via email and web plus a certificate of compliance.

List Less

(d) “Paperless”: For vessels navigating with ECDIS with small quantities of paper charts or publications on board. Includes AVCS and AIO viewer and compressed NtMs, Navarea Warnings, Annual and Cumulative NtMs, AVCS and AIO updates and ADP updates supplied via email and web plus a certificate of compliance.

List Less

(e) AVCS only: For vessels that just want AVCS updates via Voyager.

List Less

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Additional Voyager Updating ServicesENC Updates: Includes AVCS and Admiralty Information Overlay (AIO) updates and free AVCS and AIO viewer supplied via email and web.

List Less

ARCS Updates: Updates for Admiralty Raster Charts via email and web.

List Less

Loose leaf updates: Updates to the GNS Looseleaf publications via email and web.

List Less

NtMs and Tracings for National Chart series via email and web. The following countries are available:

List Less

Australian List LessCanadian List LessJapanese List LessNew Zealand List LessUS List Less

List LessVoyager Added Value Software Applications List LessAtoBviaC: Routing information based on the world renowned BP Distance Tables.

List Less

Findaport from Shipping Guides: Port information for ports worldwide

List Less

ICC Piracy: Real time updates on instances of piracy worldwide List LessMet 515: US Coastguard 515 rules and regulations List LessMeteo Group SPOS: Weather routing service List LessRegs4ships: Up to date Flag State compliance documentation tailored to merchant ships

List Less

Regs4yachts: Up to date Flag State compliance documentation tailored to yachts

List Less

CHART ROOM DOCUMENTATIONGNS Managed Service Certificate of ParticipationChart Index by folio & alphanumeric, Customised Correction List (NP133A), Weekly Correction/Audit ListsChart Index maintenance (only available as part of our managed service)

MANAGEMENT TOOLS AND SERVICESVoyager Management Service: Web based customer portal providing access to vessel indexes, and chart correction logs (available together with Voyager Software only)

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Outfit Management Newsletter – Digital e-mail mailshot

MANAGEMENT FEESOutfit ManagementOther fees (to be specified)

CARRIAGE COSTS List Price

In the event that we agree that it is necessary, to meet the challenge of a specific competitive situation, to adopt non-standard pricing, the level of discount afforded to you may be similarly reduced. Such special arrangements shall be documented, and agreed in writing between us prior to any order being accepted by us.

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Schedule 2 – Terms and Conditions

1 DEFINITIONS AND INTERPRETATION

“Agreement” means this agreement including the front page above and the Schedules;

“Annual Target Sales” means your target aggregate spend on Products and Services purchased from us in respect of each Year as set out in Schedule 3 from time to time, or such another aggregate spend as may be agreed in writing between the parties in relation to each Year;

“Anti-Bribery Laws” means the United Kingdom’s Bribery Act 2010 or such other similar laws and regulations relating to corruption and bribery which may form part of the Applicable Laws;

“APPs” means Admiralty paper products and services being products such as, but not limited to, nautical charts and publications in paper form and services allied or complementary to such products;

“Applicable Laws” means all applicable laws, rules and regulations in force from time to time, including, without limitation, Local Regulations and Anti-Bribery Laws;

“Business Day” means any day other than a Saturday or Sunday or an English public holiday;

“Confidential Information means any information in any form relating to our or UKHO’s technology, business, affairs, Products or Services or those of our Group Companies which is either marked as confidential or is confidential by its nature that is disclosed by us to you or is obtained by you in connection with this Agreement whether disclosed before, on or after the Effective Date and includes any data provided in connection with any Data Services;

“Control” means, in relation to a corporate body, the entitlement to cast more than 50 per cent of the votes that may be cast at a general meeting of that corporate body;

“Data Services” means any navigational updates of the type and specification listed in Schedule 1 from time to time as well as any other data services which we allow you, by notice in writing, to distribute;

“End User Licence Agreement” or “EULA” means any license or similar document used to license or supply Products or Services to end users;

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“Environmental Information Regulations” means the Environmental Information Regulations 2004;

“FOIA” means the Freedom and Information Act 2000 and any subordinate legislation made under this Act;

“Force Majeure Event” has the meaning given to it in Clause17;

[“Fulfilment Services” means the fulfilment services provided to us by you as set out in Schedule 6;]

“Good Industry Practice” means the degree of skill and care which would be used by a properly qualified and competent person engaged in the same or similar circumstances;

“Group” in relation each of us, us and our respective subsidiaries, parents, sister and associated companies (whether direct or indirect) from time to time and “Group Company” shall be construed accordingly;

“Intellectual Property Rights” means all patents, trademarks, registered designs (and any applications for any of the foregoing), copyright (including rights in software – object code and source code), semi-conductor topography rights, database rights, unregistered design rights, rights in and to trade names, business names, domain names, product names and logos, databases, inventions, discoveries, know-how and any other intellectual or industrial property rights in each and every part of the world together with all applications, renewals, revisions and extensions;

“Local Regulations” means all laws and regulations affecting the manufacture, sale, packaging and labelling of the Products and Services which are in force from time to time;

“Operating Location” means any location notified in writing to us from time to time, which is occupied or operated by you on your own account and used to stock Products and from which supplies are made by you to customers;

“Party” means either you or us (as applicable) and “Parties” means both of us;

“Products” means the paper and digital products of the type and specification listed in Schedule 1 from time to time as well as any other products which we allow you, by notice in writing, to distribute;

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“Relevant Policies” means any policy that we provide to you from time to time which may include (i) Anti-bribery and Corruption Policy;(ii) Import, Export and Trade Control Policy;(iii) Anti-Trust and Competition Policy (iv) and Health and Safety;

“Request for Information” means a request for information or an apparent request under the FOIA or the Environmental Information Regulations;

"Services" means the services of the type and specification listed in Schedule 1 from time to time as well as any other services which we allow you, by notice in writing, to distribute including any Data Services;

“Stockholding” means a stockholding of the Products at levels which are appropriate and adequate for you to meet all customer delivery requirements for Products;

“Term” means the Initial Term together with any renewal periods;

“Trade Marks” means the trade marks (whether registered or unregistered), and any applications therefor, which are owned by or otherwise licensed to us, together with any further trade marks which we may permit or procure permission for you, by express notice in writing, to use in respect of the Products or Services;

[“UK Consolidation Service” means the consolidation service provided by us to you as set out in Schedule 8];

“UKHO” means the United Kingdom Hydrographic Office;

“VAT” means Value Added Tax chargeable pursuant to the United Kingdom Value Added Tax Act 1994 or such other tax supplementing or replacing the same;

“Voyager Services” means any product, services or solutions as set out in Schedule 1 from time to time relating to Voyager (which may include a subscription to certain related Data Services), and any related software and documentation as well as any other voyager products, services or solutions we allow you, by notice in writing, to distribute;

“Year” the period of twelve (12) months from the Effective Date and each consecutive period of twelve (12) months thereafter during the Term.

1.1 In the event of conflict between the terms of the body of this Agreement and the Schedules, the body of this Agreement will take priority.

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2 APPOINTMENT

2.1 We appoint you as our sub-distributor to purchase, import, distribute and resell the Products and Services on the terms of this Agreement. We may appoint other sub-distributors and may sell the Products and Services ourselves and through our Group.

2.2 [We also appoint you as our fulfilment partner to perform Fulfilment Services.]

2.3 You must not:

2.3.1 without the prior written consent of us and the UKHO, where applicable, alter or make any addition to the labelling or packaging of the Products or Services;

2.3.2 represent yourself as our agent or agent of the UKHO for any purpose or pledge our or the UKHO’s credit;

2.3.3 give any condition or warranty or make any representation on our or the UKHO’s behalf or commit us or the UKHO to any contracts;

2.3.4 make any promises or guarantees with reference to the Products or Services without our prior written consent beyond those contained in the promotional material supplied by us or the UKHO; or

2.3.5 otherwise incur any liability on behalf of us or the UKHO.

2.4 You agree to use reasonable endeavours to meet the Annual Target Sales.

2.5 You agree that you will not, during the Term and for a period of one (1) year from the date of termination or expiry of this Agreement, distribute or manufacture any goods or services which compete with the Voyager Services unless you are actively selling such goods or services and have sold competitive goods or services as at the Effective Date.

3 YOUR GENERAL DUTIES

You agree to comply with your duties as set out in Schedule 3.

4 SUPPLY OF PRODUCTS AND SERVICES

4.1 We will use reasonable endeavours to meet all orders for Products or Services forwarded to us by you in accordance with our terms of delivery.

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4.2 We may, upon giving written notice to you, vary Schedule 1 as we think fit to exclude from this Agreement one or more of the Products or Services. We also may make changes to the specification of Products or Services at any time.

5 OUR GENERAL DUTIES

5.1 We agree:

5.1.1 to supply the Products and Services to you for resale; and

5.1.2 to provide any further support, such as training, marketing or joint customer visits as may be agreed between us from time to time.

6 STANDARDS

6.1 You must perform your duties and obligations under this Agreement with all reasonable skill and care and in accordance with Good Industry Practice, in a proper, diligent, expeditious and professional manner and in accordance with any policies or guidance or instructions supplied or provided by us.

6.2 You agree to act in our best interests in connection with this Agreement and not to bring either of us into disrepute.

7 PRICES AND PAYMENT

7.1 The prices to be paid by you to us for the Products and Services shall our list prices which we will supply from time to time, subject to the discounts set out in Schedule 1. We will use reasonable efforts to give you thirty (30) days’ notice of any changes in the list prices.

7.2 All expenses, costs and charges incurred you in relation to this Agreement must be paid by you.

7.3 You must pay the full amount invoiced to you by us within thirty 30 days of the date of invoice.

7.4 You are responsible for the collection, remittance and payment of any or all taxes, charges, levies, assessments and other fees of any kind imposed by governmental or other authority in respect of the purchase, importation, sale, lease or other distribution of the Products and Services.

7.5 If you do not pay in full by the due date we may:

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7.5.1 suspend your right to distribute the Products and Services granted under Clause 2.1;

7.5.2 refuse to make any further supplies of Products or Services to you;

7.5.3 reduce or remove any credit limit we have given you;

7.5.4 charge interest on the amount outstanding from the due date to the date of receipt by us (whether or not after judgement) in accordance with the Late Payment of Commercial Debts (Interest) Act 1996;

7.5.5 take away any discounts that you may have been benefitting from; and

7.5.6 terminate this Agreement pursuant to Clause 14.

8 ADVERTISING, PROMOTION AND TRADE MARKS

8.1 You are responsible for the advertising and promotion of the Products and Services. You may use advertising materials supplied by us and any trade marks on those materials for the purposes of advertising and promoting the Products and Services only. If you use any advertising materials and promotional literature which have not been supplied by us or UKHO you must get our prior written permission.

8.2 You must follow all directions and instructions given to you by us in relation to promotion and advertisement of the Products and Services and must not make any written statement as to the quality or manufacture of the Products or Services without our prior written approval. You must notify us in advance in the event that you intend to exhibit at any trade show or similar event.

9 COMPLIANCE WITH LAWS, REGULATIONS AND POLICIES

9.1 You warrant that you have complied and will comply with all Applicable Laws in performing your obligations and duties under this Agreement. Furthermore, but without prejudice to the foregoing, you warrant to us that the supply of Products and Services to you and the distribution and resale by you of Products and Services does not and will not result in us committing any direct or indirect breach of applicable UK, EU or US trade sanctions or export control.

9.2 You are responsible for obtaining any necessary import licences or permits necessary for the delivery of Products and Services to you and you will be responsible for any and all customs duties, clearance charges, taxes,

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brokers’ fees and other amounts payable in connection with the importation and delivery of Products and Services.

9.3 You warrant to us that you have informed us of all Local Regulations in force at the date of this Agreement in relation to any territory where you distribute Products and Services. You will give us as much advance notice as reasonably possible of any prospective changes in the Local Regulations.

9.4 You warrant to us that you comply with and will continue to comply with each of the Relevant Policies at all times when selling, marketing or otherwise dealing with the Products and Services or potential customers.

9.5 You acknowledge that the UKHO is subject to the requirements of FOIA and the Environmental Information Regulations and agree to assist and co-operate fully with the UKHO to the extent necessary to enable the UKHO to comply with its disclosure obligations under that legislation. In particular you must:

9.5.1 transfer to the UKHO all Requests for Information that you receive in relation to the subject matter of this Agreement within two (2) Business Days of receiving them;

9.5.2 provide the UKHO with a copy of all information under your possession or control in the manner and form requested by UKHO within five (5) Business Days of UKHO’s request (or such other period as UKHO specifies); and

9.5.3 provide all necessary assistance requested by UKHO so it can respond to a Request for Information in the time set out in the FOIA or the Environmental Information Regulations.

9.6 UKHO alone will determine whether any information is exempt from disclosure under the FOIA or the Environmental Information Regulations. You may not respond directly to a Request for Information unless authorised to do so by UKHO.

9.7 You acknowledge that UKHO may be obligated under the FOIA or the Environmental Information Regulations.to disclose information about you or the Products or Services in certain circumstances without having first consulted you.

9.8 You must comply with your obligations under the provisions of the Data Protection Act 1998 (“DPA”) and references in this Clause 9.8 to “data processor”, “data controller” and “personal data” have the meanings defined in the DPA. Where you, as part of your fulfilment of your

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obligations under this Agreement, process personal data as a data processor on behalf of the us or UKHO acting as a data controller you must:

9.8.1 act only on the instructions of us or UKHO, as appropriate, when processing personal data provided by us or UKHO and keep records of all processing;

9.8.2 take appropriate technical and organisational measures against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data;

9.8.3 not transfer personal data provided by us or UKHO outside of the EEA without our or UKHO’s prior written consent, as appropriate;

9.8.4 immediately notify us or UKHO, as appropriate, of (i) any complaint, notice or communication relating to the processing of personal data under this Agreement and provide full assistance; and (ii) any loss, damage or corruption of personal data and restore the data at your cost

9.8.5 provide if required a copy in the format and media requested of all personal data held by you; and

9.8.6 provide if required information relating to your compliance of your data processing obligations and the rights of data subjects including subject access requests.

9.9 You agree to not provide to UKHO any personal data or confidential information belonging to you or us unless you:

9.9.1 specify to the UKHO that it is personal data or confidential information; and

9.9.2 warrant to the UKHO that you have obtained all necessary consents, licenses and authorisations (including, without limitation, data subject consents).

9.10 You grant to UKHO and us a transferable, non-exclusive, royalty-free, irrevocable license to use the customer information collected by you in the course of providing Products and Services to customers for the proposes of carrying out sales and marketing activities to those customers. This license permits UKHO to grant sub-licenses to any member of the Admiralty Holdings Limited Group for the same purposes. Such licenses and sub-licenses will survive termination of this Agreement.

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10 CONDITIONS OF SALE

Our terms and conditions of sale in force from time to time apply to all sales by us to you under this Agreement. If there is any inconsistency between such terms and conditions of sale and the terms of this Agreement, the latter shall prevail.

11 USE OF PRODUCTS AND SERVICES

11.1 You acknowledge that that title to the Intellectual Property Rights in the Products and Services and any software included in and forming part of the Products and Services remains with us, or, if applicable, with the original supplier of the relevant Products and Services and you agree to notify us without delay of any actual, threatened or suspected infringement of such Intellectual Property Rights.

11.2 You must not:

11.2.1 use or sell the Products or Services for any reason not expressly set out in this Agreement;

11.2.2 copy the Products or Services or any part of them;

11.2.3 modify, adapt, develop, create any derivative work, reverse engineer, decompile, disassemble or carry out any other act restricted by copyright or other Intellectual Property in the Products or Services;

11.2.4 rebrand, repackage or otherwise pass off any Products or Services as anything other than those supplied by us or our suppliers; or

11.2.5 include, post, upload or otherwise introduce into the Products or Services any products, material or other item which is obscene, misleading, inaccurate, illegal, in breach of any copyright or other Intellectual Property Right or damaging to data, software or the performance of the Products or Services.

11.3 Should Products or Services (in the case of digital products and Voyager Services) require the user to accept an End-User Licence Agreement (EULA) you must:

11.3.1 provide a copy of the EULA to the user;

11.3.2 not amend or vary the terms of any such EULA;

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11.3.3 use reasonable endeavours to ensure that the user is aware of and accepts the terms of such EULA and does not use the Products or Services in breach of the EULA; and

11.3.4 on a monthly basis provide us with such information about customers as we may reasonably require for the sole purpose of managing and enforcing the terms of the EULAs with customers.

12 PRODUCT RECALL

You agree to maintain appropriate up-to-date and accurate records to enable the immediate recall of any batches of the Products or Services or any individual Products. These records shall include records of deliveries to customers (including details of batch numbers, delivery date, name and address of customer, and telephone number, email address and fax or telex number if available). You shall, at our cost, give such assistance to us as we require for the purpose of such recalls.

13 INDEMNITY AND LIABILITY

13.1 Nothing in this Agreement shall limit either of our liability for:

13.1.1 death or personal injury caused by its negligence; or

13.1.2 fraud or fraudulent misrepresentation.

13.2 Without prejudice to Clause 13.3, you will indemnify us on demand against any all damages, claims, losses, demands, judgement, amounts agreed in settlement, costs and expenses (including reasonable legal costs) suffered or payable by us as a result of that arise out of or are connected with or result from bodily injuries (including death) to third parties or damages to tangible personal property of third parties caused by the negligent acts or omissions or wilful misconduct or breach of this Agreement by you, your officers, employees or agents or sub-contractors.

13.3 You will indemnify us on demand against all damages, claims, losses, demands, judgements, amounts agreed in settlement, costs and expenses (including reasonable legal costs) suffered or payable by us (including, but without limitation suffered or payable by us as a result of any claim against us made by your customers and/or UKHO) that arise out of or are connected with:

13.3.1 breach of this Agreement, negligent acts or omissions or wilful misconduct by you, your officers, employees or agents or sub-contractors; and/or

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13.3.2 the introduction of any error, corruption, defects to the Products, Services or material provided by you under this Agreement; and/or

13.3.3 [POD (as defined in Schedule 7).]

13.4 Except as expressly and specifically provided for in this Agreement, all warranties, conditions and other terms implied by statute or common law are to the fullest extent permitted by law excluded from this Agreement.

13.5 We shall not be liable to you for:

13.5.1 loss of profits;

13.5.2 loss of business;

13.5.3 depletion of goodwill or similar losses;

13.5.4 loss of goods;

13.5.5 loss of use;

13.5.6 loss of corruption of data or information;

13.5.7 any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses; or

13.5.8 any ex gratia payments made by you to customers.

13.6 Our total aggregate liability in contract, tort (including without limitation negligence or breach of statutory duty), misrepresentation, restitution under any indemnity or warranty provided herein or otherwise arising in connection with the performance or this Agreement shall be limited to the value of all amounts actually paid by you to us during the three (3) months preceding the date on which the claim arose.

13.7 In the event that any Product or Services provided by us to you are either defective, faulty or otherwise in a non-working state your sole remedy and our only obligation and liability will be to replace the Product, Services or media in question (if applicable) or, at our option, to repay any price paid by you for the Product or Services.

14 TERMINATION

14.1 This Agreement may be terminated by either of us in whole or in part immediately by notice in writing:

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14.1.1 if the other is in material breach of any of the provisions of this Agreement and, if remediable, fails to remedy such breach within 30 days’ of the written notice given by the other party;

14.1.2 if the other is in financial difficulty or ceases to trade; or

14.1.3 if either Party suffers a Force Majeure Event under Clause 19 which continues for a period of thirty (30) days or more.

14.2 Without prejudice to Clause 14.1, this Agreement may be terminated by us in whole or in part immediately by notice in writing:

14.2.1 if breach any provision of Schedule 4;

14.2.2 if your ownership or any part of it passes to any person who is not a person with whom we can properly maintain a commercial relationship;

14.2.3 if you engage in any conduct which is prejudicial to our interests or those of UKHO or the Products or Services;

14.2.4 if a supplier of data terminates or suspends the provision of a Data Service;

14.2.5 if you fail to pay any sum when due;

14.2.6 if you are in breach of Clause 9 of this Agreement; or

14.2.7 the UKHO requires us to terminate this Agreement or our agreement(s) with the UKHO are terminated.

14.3 In the event of a breach of this Agreement we may also suspend your right to supply Products or Services from any Operating Location to which the breach relates unless and until the breach is remedied to our satisfaction.

14.4 Irrespective of the existence of the Initial Term or any renewal term this Agreement may be terminated by us at any time on providing ninety (90) days written notice to you.

15 EFFECTS OF TERMINATION OR EXPIRY

15.1 The termination or expiry of this Agreement for any reason shall be without prejudice to (i) any rights or obligations which shall have accrued or become due or (ii) any remedies which any Party may have in respect of any breach of the terms of this Agreement, prior to date of termination. Any Clause expressly stated to survive or implicitly surviving termination,

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including but not limited to Clauses 7, 9, 11, 12, 13, 14, 15, 16 and 18 will continue.

15.2 Upon termination or expiry you must:

15.2.1 settle any outstanding invoices immediately;

15.2.2 as required by us, return, destroy or delete any promotional or other materials;

15.2.3 cease to carry on business as our sub-distributor (and all rights and licenses granted to you automatically terminate on the termination or expiry date);

15.2.4 provide to us details of the customer data referred to in Clause 9.10 to the extent not already provided.

15.3 The termination or expiry of this Agreement shall not of itself give rise to any liability on our part to pay any compensation to you including, without limitation, for loss of profits or goodwill.

15.4 We will be entitled to cancel all orders placed by you following service of a termination notice but prior to the termination date, whether or not such orders have been accepted by us without incurring any liability to you.

16 CONFIDENTIALITY

16.1 You agree as follows:

16.1.1 to hold Confidential Information in confidence and not to disclose or allow it to be disclosed to anyone without our written permission;

16.1.2 only to use the Confidential Information for the fulfilling of this Agreement;

16.1.3 to keep the Confidential Information safely and securely using the same degree of care as you use for your own Confidential Information; and

16.1.4 not to copy the Confidential Information except as may be reasonably necessary for fulfilling the Agreement.

16.2 The obligations set out in Clause 16.1 will not apply to Confidential Information which:

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16.2.1 at the time of us disclosing it to you, it is in the public domain;

16.2.2 after us disclosing it to you it comes into the public domain unless because of your breach of the Agreement;

16.2.3 was lawfully obtained at any time by you from a third party without restrictions in respect of disclosure or use;

16.2.4 was independently developed by you other than by a breach of this Agreement; or

16.2.5 you are required to disclose by law.

16.3 Where Confidential Information relating to one of our Group Companies is disclosed to you, that Group Company may enforce this Agreement against you and will have the same rights under this Agreement as us and you will owe the same duties and obligations to that Group Company as you do to us. In addition, any losses suffered or incurred by a Group Company as a result of breach of this Agreement (“Group Company Loss”) by you may be treated as if suffered or incurred by us and we shall be entitled to enforce this Agreement against you and to recover the Group Company Loss.

16.4 This Clause 16 shall survive termination or expiry of this Agreement.

17 FORCE MAJEURE

17.1 If either of us is prevented from or delayed in performing any obligations under this Agreement because of any circumstances beyond our reasonable control (“Force Majeure Event”), the affected person will be excused performance so long as the affected person gives notice to the other person of the Force Majeure Event as soon as it occurs and uses its reasonable efforts to reduce its’ impact.

17.2 If a Force Majeure Event continues for 30 (thirty) days from the date that notice is given under Clause 17.1 either of us can terminate this Agreement immediately on written notice to the other.

18 GENERAL

18.1 If a Court decides that any provision of this Agreement is illegal, void or unenforceable, this will not affect the remainder of the provisions which will continue to remain in force.

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18.2 You may not transfer your side of this Agreement without first getting our written permission. We may transfer or subcontract our side of this Agreement and our duties under it at any time.

18.3 Subject to Clause 10 this Agreement, together with any document referred to in it, constitutes the entire understanding and agreement between us and supersedes all prior agreements, negotiations, proposals and discussions between us.

18.4 This Agreement is made for the benefit of the parties to it and (where applicable) their successors and permitted assigns, and is not intended to benefit, or be enforceable by, anyone else unless specifically stated.

18.5 Any notices to be sent under this Agreement must be in writing and sent to the recipient’s customary address.

18.6 No changes to this Agreement will be effective unless in writing and signed by an authorised representative of both of us. You agree that we may, from time to time, change the terms of this Agreement. We give you as much notice as possible before the change takes effect and if you do not object to the change in writing to us then the change will take effect at the end of the period specified in the notice.

18.7 This Agreement and any disputes or claims relating to it will be governed by and construed in accordance with the laws of England. We agree that the courts of England have exclusive jurisdiction to settle any such disputes or claims.

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Schedule 3 – Annual Target Sales

Year 1

Year 2

Year 3

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Schedule 4 – Your Duties (as required by UKHO)

In addition to the duties specified elsewhere in the Agreement, you must abide by the following:

19 GENERAL-UKHO PAPER PRODUCTS

You agree:

19.1 at your expense, to use your best endeavours to promote the distribution and sale of the Products and satisfy market demand for them by appropriate means;

19.2 to be responsible for placing accurate purchase orders for Products in accordance with the procedure as advised by us from time to time and managing the supply of ordered Products;

19.3 to maintain a Stockholding;

19.4 to keep full and proper books of account and records showing clearly all enquiries, quotations, transactions and proceedings relating to the Products and allow us and/or UKHO (and our respective representatives), on not less than twenty-four (24) hours’ notice, access to such accounts and records, Operating Locations, inventory and service levels relating to the Products throughout the Term and for a period of twelve (12) months following termination or expiry of this Agreement.

19.5 within five (5) days of a written request from us provide such information as is reasonably required about your processes and controls to support compliance with this Agreement;

19.6 to obtain and maintain ISO 9001 accreditation, send us a copy of each ISO 9001 certificates within a reasonable period of it being issues and keep us informed of any planned changes to your compliance status;

19.7 to obtain our prior written consent at least 30 days in advance of any changes in your ownership or Control or any change in your organisation or method of doing business which might affect the proper fulfilment of your obligations under this Agreement;

19.8 to inform us in advance of any material change in the physical location of any Operating Location;

19.9 to advise us of any errors in the supply or transmission of the Products or Services by us within four (4) days of receipt. We will have no liability in the supply of Products if you fail to do this;

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19.10 where a Product is to be permanently withdrawn or cancelled without replacement:

19.10.1 to inform any prospective customer that the Product in question is shortly to be withdrawn or cancelled and will not be supported or updated once cancelled or withdrawn; and

19.10.2 provided Section 1.10.1 has been complied with, allow any intended customer to purchase the Product or Services which is to be withdrawn or cancelled until you are notified that the Product in question have been permanently withdrawn or cancelled;

19.11 not, under any circumstances, sell or otherwise deal with any Product in any way which might reasonably be thought likely to lead to the use for navigation of any Product which is advised by us to have been withdrawn or cancelled on publication of replacement(s) or new edition(s), after receipt by you of the replacement(s) or new edition(s);

19.12 not to sell or provide any replacement or new edition of a Product prior to its publication date advised by UKHO or by us;

19.13 provide and maintain to our reasonable satisfaction and in full compliance with Applicable Laws such premises, accommodation and equipment suitable for the reception, storage, sale and distribution of the Products. Your Operating Location should contain space sufficient to enable inspections by customers of Products;

19.14 to provide Product support to customers on terms at least as favourable as the pre and after sale support service you provide for other products you deal.

19.15 not enter into any arrangement with or assume any obligation towards, any third party if that would prevent you from fulfilling your obligations under this Agreement;

19.16 to engage with a number of suitably qualified sales personnel as may be reasonably to market, sell and support the Products;

19.17 ensure at least one person at each Operating Location has adequate knowledge of the Products and their uses and is able to speak, read and write English to a standard acceptable to use;

19.18 ensure that an adequate number of personnel referred at Sections 1.16 and 1.17 are available to customers during business hours at each Operating Location;

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19.19 demonstrate to our reasonable satisfaction that personnel engaged in the sale of Products have and maintain a broad current knowledge of Products, maritime navigation and the shipping industry and TMO/SOLAs regulations.

19.20 not to appoint any sub-distributor without our prior written agreement and your agreement to any additional contractual terms we may impose; and

19.21 to ensure that the requirements of this Agreement are met in full by you, your employees and agents.

20 OPERATIONAL-UKHO PAPER PRODUCTS

20.1 You shall provide and maintain premises considered suitable by us for the updating of Admiralty charts with a sufficient flat working space to lay out a chart unfolded, adequate lighting, and a working environment so arranged as to permit a chart corrector to work without interruption or other distraction.

20.2 You shall engage a sufficient number of suitable qualified staff who have been trained or are experienced in chart correcting procedures to a reasonable standard acceptable to us as determined by us.

20.3 You shall make provision, at your own expense, for such updating of charts held by you in stock;

20.4 You shall permit our authorised representatives and those of the UKHO to inspect chart updates executed by you and shall co-operate in any review of chart update procedures; and you shall give immediate effect to instructions or recommendations made by us with respect to any particular chart update, the procedures used for updating, or the training of your updating staff.

20.5 You accept liability for the quality and accuracy of the application of update information incorporated on your stock by you.

20.6 You shall rotate your stock to ensure that older stock is sold on a first in first out basis.

21 SUPPLY TO CUSTOMERS OF APPS

21.1 You shall ensure, at your expense, that any Admiralty chart sold by you is correct to the past published weekly edition of Notice to Mariners (“NMs”). We accept no liability for the application of NM updates to Admiralty charts undertaken by you.

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21.2 You shall ensure that any Admiralty publication is sold in conjunction with the latest published supplement (where appropriate).

21.3 You shall ensure that all Admiralty charts are stamped on the thumb label at the time of sale to the end user with the name of your making the sale and the update number to which the chart has been corrected.

21.4 Where you have been notified that an APP chart is to be permanently withdrawn or cancelled on publication of the replacement(s) or new editions(s) of the APP you shall:

(i) inform any prospective customer that the APP in question is shortly to be withdrawn or cancelled;

(ii) give the prospective customer the choice to purchase either the APP which is to be withdrawn or cancelled or the replacement(s) or new edition(s) APP when it is published and available;

21.5 If the APP to be permanently withdrawn or cancelled is sold, ensure that it is stamped at the point of sale with either of these phrases as appropriate:

(i) Navigational Charts: “This Admiralty chart will shortly be replaced by a new chart or new edition and in the meantime, for navigational purposes, is to be used with caution.”

(ii) Nautical Publications: “This Admiralty publication will shortly be replaced by a new publication or new edition, and in the meantime, for navigational purposes, is to be used with caution.”

21.6 You shall maintain copies of weekly NMs for the preceding twelve (12) months on a rolling basis. We reserve the right to waive this requirement where you subscribe to an on-line digital updating service operated by or on behalf of UKHO.

21.7 Where you are claiming credit for any withdrawn or cancelled Products in accordance with Section 3.4 of this Schedule 4, you shall ensure that the Product or Services are not sold or exchanged for goods or services or is otherwise passed to any third party.

22 OPERATONAL-UKHO DIGITAL PRODUCTS

22.1 Unless agreed otherwise in writing, you shall stock for sale the entire range of Products available, details of which have been provided by us.

22.2 Where the use of third party display equipment and/or software is required to use the Products you shall display a knowledge of the different

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equipment types and make reasonable endeavours to have a link to at least one such equipment/software supplier to enable promotion of the Product in an end user system;

22.3 You shall be able clearly to demonstrate all Products and explain the main features and benefits of each;

22.4 You shall have a functioning e-mail address and internet access at each Operating Location.

22.5 You shall provide at your own expense at each Operating Location appropriate computer hardware to install, run and demonstrate all Products.

22.6 You shall proactively inform customers of available Products and of their benefits/features and promote the use of navigational data whose use satisfies the nautical chart and publication carriage requirements of SOLAS.

22.7 You shall be familiar with the content of any handbooks or other materials relating to the use of the Products.

23 SERVICE LEVELS-UKHO DIGITAL PRODUCTS

In addition to all requirements specified elsewhere in this Agreement you shall endeavour to maintain the service levels specified below:

23.1 You shall endeavour to make arrangements for 24 hour, 365 day out of business hours customer support and publicise the arrangements for out of business hours customer support. Customer support shall as a minimum consist of accepting and replying to Product queries and providing customers with permits for Products.

23.2 You shall endeavour to provide and publish on your website details of how customers can utilise your customer support services, the hours of availability of such services and details of how support can be obtained.

23.3 You shall endeavour to provide ‘first line’ sales and technical support for the Products to customers. Such first line support shall at a minimum consist of:

(i) Reviewing details of enquiries from customers; and

(ii) Checking UKHO web-based resources and systems such as APOS / Fleet Manager / Knowledge Base / FAQs / UKHO Website for information required and providing the information to customers.

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23.4 You shall endeavour to answer, to the satisfaction of 90% of customers by volume all first line support enquiries without passing them onto us or the UKHO;

23.5 You shall endeavour to respond to enquiries within eight (8) business hours.

23.6 Where assistance cannot be given you within eight (8) company’s business hours you shall endeavour to;

(i) check details provided by the customer and complete the ‘Contact Us’ form found on UKHO website;

(ii) provide all the information specified in the ‘Contact Us’ form;

(iii) send by email to [email protected] or to such other uniform resource locator as may be notified by the UKHO from time to time, only one enquiry per problem;

(iv) send by email all enquiries, whether relating to an order or request for assistance on products and services to the UKHO’s ‘Customer Services’ section;

(v) indicate in such emails whether the enquiry is related to an order and if so the order to which it relates; and

(vi) use the enquiry reference number issued by the UKHO in any acknowledgement e-mail in all subsequent correspondence.

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Schedule 5 – Returns Policy

8 We will credit you for any UKHO Products which are withdrawn or cancelled in accordance with the current scale and conditions issued by UKHO provided that the procedures required by the UKHO are followed and either the thumb label (of a chart) or the spine (of a hard cover publication) or the cover (of a soft cover publication), along with the relevant sheet of the publication (hard or soft cover) detailing the edition date of that publication is returned post or carriage paid to either UKHO or to one of our locations, as we may direct from time to time. The Products for which you are seeking credit must not have been torn, dirty, used or otherwise damaged, and Admiralty charts must not have been stamped with your name. We reserve the right to require you to return post or carriage paid the cancelled or withdrawn chart or publication in its entirety, but will not exercise this right unreasonably.

9 Products returned under the terms of Section 1 of this Schedule 5 will be credited at the price paid to us for the Products when we receive credit from UKHO.

10 We may impose a cap on the totality of credits paid to you under the provisions of Section 1 of this Schedule 5 from time to time.

11 Where Products have been incorrectly ordered credit will only be given where mitigating circumstances exist. Each case shall be considered on its individual merits and our decision will be final. Any credit given will be at the original price paid by you and we may make a charge in respect of the administrative costs incurred.

12 You will be responsible for any freight costs incurred in the return of Products to us.

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[Schedule 6 – Fulfilment Services

[This is an optional schedule. Please remove if not being used.]

You agree to undertake fulfilment of customer orders placed on us from time to time that are difficult for us to fulfil in a timely way, subject to the following:

24 PORTS/TIMEFRAMES

You confirm that you will, upon request from us, deliver Products to our customers located at the ports below on the timeframes set out below:

Same Day

13 Contact Name, Contact email address, Contact phone number (international) contact location address;

14 Relevant port

15 Hours of operation (local time) to fulfil our order:

16 Cut off time to fulfil order same day:

17 Services that can be fulfilled (select from below and provide details):

. Paper Charts and Publications

Tick below services that can be fulfilled

Price to GNS

British Admiralty Charts (published by UKHO)British Admiralty Publications (published by UKHO)Other Hydrographic Office ChartsOther Hydrographic Office PublicationsInternational Maritime Organisation (IMO) PublicationsInternational Telecommunications Union (ITU) PublicationsOther Miscellaneous Publications

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Next Day


19 Relevant port


21 Cut off time to fulfil order next day:




Price to GNS


25 OUR UNDERTAKINGS

We agree to make known to our customers that we can now arrange delivery to the above ports within the above timeframes.

26 YOUR UNDERTAKINGS

26.1 You will fulfil orders from stock of Products that you have purchased from us under the terms of this Agreement.

26.2 You will use a delivery note provided by us to accompany the orders you fulfil on our behalf and will ensure that delivery details are confirmed to us on the same day;

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26.3 You will pack Products in accordance with packing standards as may be specified by us from time to time.

27 BILLING

27.1 You agree to provide Fulfilment Services at the prices set out above plus reasonable carriage costs.

27.2 You will bill us on a monthly basis for the Fulfilment Services delivered in the previous month.

27.3 All invoices submitted to GNS should be denominated in the currency of the GNS country from which the Product is procured (“Procurement Currency”). When dealing with GNS in the UK, invoices should be presented in pounds sterling, for Greece and Germany invoices should be presented in Euros, and for Singapore invoices should be presented in Singapore Dollars.

27.4 Where pricing for Products is agreed under this Agreement in a currency other than the Procurement Currency the amounts to be invoiced should be converted to the Procurement Currency using the spot rates provided by Oanda.com. The relevant date for each exchange rate should be as at the invoice date.]

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[Schedule 7 Print On Demand

[This is an optional Schedule. If POD is being used, please ensure you use the correct version.

Version 1 below covers the scenario where the sub-disti purchases its own POD in country.

Version 2 below covers the scenario where GNS purchases the POD and then leases it to the sub-disti.

Version 3 below covers the scenario where GNS purchases the POD and then sells it to the sub-disti.

Please delete the version that is not required.]

Version 1

In addition to the terms and condition stated in the main body of this agreement the following terms and conditions shall amend or add to those terms and conditions for the purposes of Print on Demand. In the event of any inconsistency between the terms and conditions in the main body of this agreement and those stated in this Schedule 8, the terms stated in this Schedule 8 shall prevail.

We agree to allow you to print a selection of POD Charts which will have a UKHO equivalence of a SNC at a Registered Location using a POD System purchased by you, Data and Approved Materials with certain equipment on the terms and conditions below.

28 DEFINTIONS

“Approved Materials” means Admiralty Watermarked Prosecura Chart Paper 1016mm x 80cm, inks to manufacturer’s specification for POD Printer, Dymo Labelwriter 450 labels, ART No. 99014 5.4 cm x 10.1 cm;

“Data” means the chart files downloaded from the UKHO’s Content Distribution Network by you for use with the POD System;

“POD” means print on demand undertaken by you at a Registered Location;

“POD Charts” means the charts produced by the POD System;

“POD Printer” means Postscript Upgrade Kit and either (a) HP Z6200 42” Designjet Production Printer or (b) HP Z5200 Designjet Production Printer;

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POD Print Controller” means the item of property that connects to your network and controls the download and printing of the POD Charts;

“POD System” means the POD Print Controller, the POD Printer, the POD Label Printer, the Approved Materials, the Paper Precision Trimmer- 1033mm wide cutting length and Folding Bone”; and

“SNC” means Admiralty Standard Navigational Chart;

29 OUR UNDERTAKINGS

We undertake and agree to:

29.1 supply the POD Print Controller (supplied by UKHO);

29.2 supply chart paper for use with the POD Printer as further defined under Approved Materials;

29.3 remotely print a Chart upon your request by phone or email;

29.4 provide copies of the invoices referred to at 3.1 and 3.2 below to UKHO; and

29.5 use reasonable endeavours to ensure that any necessary UKHO licenses allowing you to print POD Charts, including using Data, through the POD Printer have been obtained.


You undertake and agree to:

30.1 purchase a POD Printer from the list of UKHO approved printers and from an authorised HP reseller and provide a copy of the invoice to us;

30.2 purchase a service contract in your name and at your cost with Hewlett-Packard (HP care pack minimum 3 years) to cover warranty and maintenance of the POD Printer and provide a copy of the invoice to us;

30.3 buy a label printer (Dymo label printer 450) and labels from the list of UKHO approved label printers and consumables;

30.4 maintain the POD Printer and label printer in accordance with the manufacturer’s specification;

30.5 only use the POD Printer for printing POD Charts;

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30.6 operate and maintain at your own expense the POD System in accordance with the obligations set out in our agreement with UKHO which we will supply to you from time to time (currently being provided in a document entitled “POD Operational Requirements”);

30.7 ensure that all users are trained in the operation of, quality control of, general maintenance and reporting on the POD System as appropriate;

30.8 not to place POD Printer produced POD Charts into stock;

30.9 not seek to ‘return’ POD Printer produced POD Charts to either to us or directly to the UKHO;

30.10 only use the Approved Materials with the POD System; and

30.11 allow us and our representatives (including, without limitation, UKHO) to inspect and audit the Registered Location and the POD System (including remotely) the production process, the POD Chart quality, operations and POD Chart stocks.

31 INTELLECTUAL PROPERTY RIGHTS

31.1 Intellectual Property Rights in the Data remains the property of the British Crown, the UKHO and its licensors and suppliers. You will acquire no rights in the Data.

31.2 All material belonging to or under the control of UKHO to which you are given access or receive as a result of the operation of POD shall not be used by you or accessed by any of your employees or other persons acting on your behalf for any purpose other than operating POD and you shall not such disclose such material to any person other than those referred to in this 4.2.

31.3 You shall give us prompt notice if you, any of your employees or other persons acting on your behalf comes aware of any unauthorised use or exploitation of the Data.

32 PRICING

32.1 For POD set up you will be charged as follows:

23 UKHO Administrative Fee: £1,250 excluding VAT

24 UKHO remote setup Including:- Installation of colour management software,& commissioning of the printer to UKHO specification: £425 excluding VAT

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as revised by us from time to time

32.2 Chart Fees:

You will be charged on a per unit basis using BA RRP of paper charts minus 15% for each chart printed excluding applicable VAT

32.3 Ongoing POD usage:

25 Carriage costs for Admiralty-approved POD chart paper

Admiralty-approved POD chart paper will be provided at Admiralty RRP (currently no cost)

33 TERMINATION OF POD

33.1 We may terminate the use of POD at any time on giving you three months’ written notice.

33.2 We may terminate the use of POD upon immediate written notice to you in the event that you are in breach of any of the terms of this Schedule or any of the terms of the Agreement.

33.3 Use of POD will immediately and automatically terminate in the event that the Agreement is terminated or expires for any reason.

34 EFFECT OF TERMINATION OF POD

34.1 If use of POD is terminated for any reason, the Agreement will not terminate automatically at the same time.

34.2 Upon termination of the use of POD you will immediately return us in accordance with our instructions the POD Print Controller, all paper supplied and cease to use the POD System

35 RISK

Risk of loss of or damage to the POD Print Controller and to the paper supplied will pass to you from the time of delivery to the carrier.

Version 2

In addition to the terms and condition stated in the main body of this agreement the following terms and conditions shall amend or add to those terms and conditions for the purposes of Print on Demand. In the event of any inconsistency

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between the terms and conditions in the main body of this agreement and those stated in this Schedule 7, the terms stated in this Schedule 7 shall prevail.

We agree to allow you to print a selection of POD Charts which will have a UKHO equivalence of a SNC at a Registered Location using a POD System purchased by us and provided to you, Data and Approved Materials with certain equipment on the terms and conditions below.

36 DEFINTIONS









37 SUPPLY OF POD SYSTEM



37.2 supply the POD Printer, the POD Label Printer , the Paper Precision Trimmer- 1033mm wide cutting length and Folding Bone (the “Equipment”);


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37.4 remotely print a Chart upon your request by phone or email; and


38 EQUIPMENT INSTALLMENT PAYMENT TERMS

38.1 You undertake and agree to hire the Equipment from us for the period set out in 3.3.

38.2 Unless and until you pay the final instalment required to purchase the Equipment pursuant to 3.3 (at which point title to the Equipment will pass to you), the Equipment (including any replacement parts which have been installed when the Equipment is serviced) belongs to us. You must not deal with the Equipment in any way that is inconsistent with our ownership of it.

38.3 With effect from [ ] until [ ] (“End Date”) you will pay us [insert instalment amount] on a [insert interval] basis. This amount will be paid by direct debit to the bank account that we specify unless we tell you otherwise.

38.4 In addition to the instalments to be paid, you will be responsible for the cost of freight from the UK to deliver to you the Equipment, POD Print Controller and the Approved Materials and for any customs fees associated with the deliveries of these items into your country.

38.5 Payments to be made pursuant to 3.3 must be made irrespective of whether your right to POD has been terminated pursuant to 7 below.



39.1 maintain the Equipment in accordance with the manufacturer’s specification and in accordance with the warranty, details of which we will supply;



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The obligations placed upon you as above shall apply irrespective of whether we or you own the Equipment.





41 PRICING

41.1 The price for the Equipment is set out at 3.3 above.


26 UKHO Administrative Fee: £1,250 excluding VAT

27 UKHO remote setup Including:- Installation of colour management software,& commissioning of the printer to UKHO specification: £425 excluding VAT

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41.3 Chart Fees:

You will be charged on a per unit basis using BA RRP of paper charts minus 15% for each chart printed excluding applicable VAT.


Carriage costs for Admiralty-approved POD chart paper




42.2 We may terminate the use of POD upon immediate written notice to you in the event that you are in breach of any of the terms of this Appendix or any of the terms of the Agreement.



43.1 If the use of POD is terminated for any reason, the Agreement will not terminate automatically at the same time.

43.2 Upon termination of the use of POD you will immediately return to us you will immediately return us in accordance with our instructions the POD Print Controller, all paper supplied and cease to use the POD System.

44 RISK

Risk of loss of or damage to the items delivered to you as referred to in 2.1, 2.2 and 2.3 will pass to you from the time of delivery to the carrier. You will be responsible for effecting insurance from the moment risk passes to you.

Version 3


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45 DEFINTIONS














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47 EQUIPMENT PAYMENT TERMS

47.1 You undertake and agree to purchase the Equipment from us.

47.2 Unless and until you pay the amount set out in 3.3 (at which point title to the Equipment will pass to you), the Equipment (including any replacement parts which have been installed when the Equipment is serviced) belongs to us. You must not deal with the Equipment in any way that is inconsistent with our ownership of it.

47.3 Upon [ ] (“End Date”) you will pay us [insert amount] as purchase price for the Equipment. This amount will be paid by direct debit to the bank account that we specify unless we tell you otherwise.

47.4 In addition to the purchase price to be paid, you will be responsible for the cost of freight from the UK to deliver to you the Equipment, POD Print Controller and the Approved Materials and for any customs fees associated with the deliveries of these items into your country.

47.5 The payment to be made pursuant to 3.3 must be made irrespective of whether your right to POD has been terminated pursuant to 7 below.







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50 PRICING



50.2.1 UKHO Administrative Fee: £1,250 excluding VAT

50.2.2 UKHO remote setup Including:- Installation of colour management software,& commissioning of the printer to UKHO specification: £425 excluding VAT

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50.3 Chart Fees:












53 RISK

Risk of loss of or damage to the items delivered to you as referred to in 2.1, 2.2 and 2.3 will pass to you from the time of delivery to the carrier. You will be responsible for effecting insurance from the moment risk passes to you.]

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[Schedule 8 – UK Consolidation Service

[This is an optional schedule. Please remove if not being used.]

We agree to consolidate Products purchased from us with products purchased from other UK based suppliers (“Third Party Suppliers”) our North Shields warehouse facility. The UK Consolidation Service is provided subject to the following:

28 A consolidated order will comprise a master order listing a number of individual orders from us and Third Party Suppliers (“Master Order”).

29 In respect of an individual order to us the order will specify each stock code and quantity to be supplied.

30 In respect of an individual order on a Third Party Supplier, the order will specify the supplier, the order number, the weight and the contents of the package.

31 In respect of orders placed with Third Party Suppliers you will be responsible for ensuring that such orders are compliant with all Applicable Laws and UK Customs regulations, in particular those relating to known freight.

32 You will notify us of the Master Order in good time to ensure that all individual orders can be received into our warehouse in North Shields without compromising your lead times.

33 You will be responsible for the completeness, accuracy and timely delivery of all orders placed by you on Third Party Suppliers.

34 We will consolidate all orders from Third Party Suppliers on an “as received” basis and on no account will unpack and/or re-pack any item received from a Third Party Supplier.

35 We will provide a single invoice for all items includes in a consolidated delivery.

36 The prices to be paid by you to us will be our freight prices, as established by us and made available to you from time to time.]

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OUR RESELLER AGREEMENT


Between:


(4) [INSERT FULL NAME OF RESELLER ENTITY] a company incorporated in [ ] with registered number [ ] and having its registered office at [ ] (the “Company” or “You”).

Background

(D) We wish to appoint you as our reseller for the promotion and sale of the Products and Services (as defined below).

(E) You have agreed to accept the appointment as reseller for the promotion and sale of the Products and Services on the terms and conditions set out below.

(F) [We also wish to appoint you as our fulfilment partner for the fulfilment of certain orders of Products and Services. You have agreed to accept the appointment as fulfilment partner for the fulfilment of certain orders of Products and Services on the terms and conditions set out below and, in particular, Schedule 6].]

The Agreement


36.1 This front page





36.6 Returns Policy set out in Schedule 5


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Definitions


Term



SIGNED FOR ON BEHALF OF[INSERT RESELLER ENTITY]

by by

________________________________Print Full Name

________________________________Print Full Name



Date Date

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List Less



List Less


List Less

Radio Signals & Light Lists – GNS Loose Leaf weekly update packs List LessWeekly updates (Radio Signals)Weekly updates (Light Lists)


40 Digital PublicationsAdmiralty Digital Publications (ADP) List LessAdmiralty e-Navigational Publications (eNPs) List LessSeamanship Library List LessIMO Bookschelve List Less

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Voyager Packages:(a) NTMs service: Compressed Notices to Mariners and Navarea

Warnings via email and web. Excludes Tracings.List Less


List Less


List Less


List Less


List Less

Additional Voyager Updating ServicesENC Updates: Includes AVCS and Admiralty Information Overlay (AIO) updates and free AVCS and AIO viewer supplied via email

List Less

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and web.ARCS Updates: Updates for Admiralty Raster Charts via email and web.

List Less


List Less


List Less



List Less


List Less


List Less


List Less


MANAGEMENT TOOLS AND SERVICESVoyager Management Service: Web based customer portal providing access to vessel indexes, and chart correction logs (available together with Voyager Software only)Outfit Management Newsletter – Digital e-mail mailshot

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CARRIAGE COSTS List Price


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“Annual Target Sales” means your target aggregate spend on Products and Services purchased from us in respect of each Year as set out in Schedule 3 from time to time, or such another aggregate spend as may be agreed in writing between the Parties in relation to each Year;





“Confidential Information” means any information in any form relating to our or UKHO’s technology, business, affairs, Products or Services or those of our Group Companies which is either marked as confidential or is confidential by its nature that is disclosed by us to you or is obtained by you in connection with this Agreement whether disclosed before, on or after the Effective Date and includes any data provided in connection with any Data Services;




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“Fulfilment Services” means the fulfilment services provided to us by you as set out in Schedule 6;








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“Stockholding” means a stockholding of the Products at levels which are appropriate and adequate for you to meet all customer delivery requirements for Products;








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55 APPOINTMENT

55.1 We appoint you as our reseller to purchase, import, distribute and resell the Products and Services on the terms of this Agreement. We may appoint other resellers and may sell the Products and Services ourselves and through our Group.

[We also appoint you as our fulfilment partner to perform Fulfilment Services.]

55.2 You must not:












We agree:

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58.1.1 to supply the Products and Services to you for resale;

58.1.2 to provide any further support, such as training, marketing or joint customer visits as may be agreed between us from time to time; and

58.1.3 [to deliver on your behalf where you do not have such Products in stock (our standard freight charges applying).]

59 STANDARDS












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62.1 You warrant that you have complied and will comply with all Applicable Laws in performing your obligations and duties under this Agreement.

62.2 You are responsible for obtaining any necessary import licences or permits necessary for the delivery of Products and Services to you and you will be responsible for any and all customs duties, clearance charges, taxes, brokers’ fees and other amounts payable in connection with the importation and delivery of Products and Services.



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62.5 You acknowledge that the UKHO is subject to the requirements of FOIA and the Environmental Information Regulations and agree to assist and co-operate fully with the UKHO to the extent necessary to enable the UKHO to comply with its disclosure obligations under that legislation. In particular you must:






62.8 You must comply with your obligations under the provisions of the Data Protection Act 1998 (“DPA”) and references in this Clause 9.8 to “data processor”, “data controller” and “personal data” have the meanings defined in the DPA. Where you, as part of your fulfilment of your obligations under this Agreement, process personal data as a data processor on behalf of the us or UKHO acting as a data controller you must:



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64.1 You acknowledge that that title to the Intellectual Property Rights in the Products and Services and any software included in and forming part of the Products and Services remains with us, or, if applicable, with the

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original supplier of the relevant Products and Services and you agree to notify us without delay of any actual, threatened or suspected infringement of such Intellectual Property Rights.

64.2 You must not:











65 PRODUCT RECALL

You agree to maintain appropriate up-to-date and accurate records to enable the immediate recall of any batches of the Products or Services or any individual Products. These records shall include records of deliveries

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to customers (including details of batch numbers, delivery date, name and address of customer, and telephone number, email address and fax or telex number if available). You shall, at our cost, give such assistance to us as we require for the purpose of such recalls.









66.3.3 [POD (as defined in Schedule 7).]




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66.5.5 loss of use;






67 TERMINATION







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68.1 The termination or expiry of this Agreement for any reason shall be without prejudice to (i) any rights or obligations which shall have accrued or become due or (ii) any remedies which any Party may have in respect of any breach of the terms of this Agreement, prior to date of termination. Any Clause expressly stated to survive or implicitly surviving termination, including but not limited to Clauses 7, 9, 11, 12, 13, 14, 15, 16 and 18 will continue.




68.2.3 cease to carry on business as our reseller (and all rights and licenses granted to you automatically terminate on the termination or expiry date);

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69 CONFIDENTIALITY


69.1.1 to hold Confidential Information in confidence and not to disclose or allow it to be disclosed to anyone without our written permission










69.3 Where Confidential Information relating to one of our Group Companies is disclosed to you, that Group Company may enforce this Agreement

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against you and will have the same rights under this Agreement as us and you will owe the same duties and obligations to that Group Company as you do to us. In addition, any losses suffered or incurred by a Group Company as a result of breach of this Agreement (“Group Company Loss”) by you may be treated as if suffered or incurred by us and we shall be entitled to enforce this Agreement against you and to recover the Group Company Loss.


70 FORCE MAJEURE



71 GENERAL




71.4 This Agreement is made for the benefit of the Parties to it and (where applicable) their successors and permitted assigns, and is not intended to benefit, or be enforceable by, anyone else unless specifically stated.


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Year 1

Year 2

Year 3

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You agree:



72.3 to maintain a Stockholding;



72.6 to obtain and maintain ISO 9001 accreditation, send us a copy of each ISO 9001 certificates within a reasonable period of it being issued and keep us informed of any planned changes to your compliance status;




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72.19 demonstrate to our reasonable satisfaction that personnel engaged in the sale of Products have and maintain a broad current knowledge of Products, maritime navigation and the shipping industry and TMO/SOLAs regulations.

72.20 not to appoint any sub-reseller without our prior written agreement and your agreement to any additional contractual terms we may impose; and


73 OPERATIONAL-UKHO PAPER PRODUCTS

73.1 You shall provide and maintain premises considered suitable by us for the updating of Admiralty charts with a sufficient flat working space to lay out a chart unfolded, adequate lighting, and a working environment so arranged as to permit a chart corrector to work without interruption or other distraction.

73.2 You shall engage a sufficient number of suitable qualified staff who have been trained or are experienced in chart correcting procedures to a reasonable standard acceptable to us as determined by us.

73.3 You shall make provision, at your own expense, for such updating of charts held by you in stock.

73.4 You shall permit our authorised representatives and those of the UKHO to inspect chart updates executed by you and shall co-operate in any review of chart update procedures; and you shall give immediate effect to instructions or recommendations made by us with respect to any particular chart update, the procedures used for updating, or the training of your updating staff.

73.5 You accept liability for the quality and accuracy of the application of update information incorporated on your stock by you.

73.6 You shall rotate your stock to ensure that older stock is sold on a first in first out basis.

74 SUPPLY TO CUSTOMERS OF APPS

74.1 You shall ensure, at your expense, that any Admiralty chart sold by you is correct to the past published weekly edition of Notice to Mariners (“NMs”). We accept no liability for the application of NM updates to Admiralty charts undertaken by you.

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74.2 You shall ensure that any Admiralty publication is sold in conjunction with the latest published supplement (where appropriate).

74.3 You shall ensure that all Admiralty charts are stamped on the thumb label at the time of sale to the end user with the name of your making the sale and the update number to which the chart has been corrected.

74.4 Where you have been notified that an APP chart is to be permanently withdrawn or cancelled on publication of the replacement(s) or new editions(s) of the APP you shall:

74.4.1 inform any prospective customer that the APP in question is shortly to be withdrawn or cancelled;

74.4.2 give the prospective customer the choice to purchase either the APP which is to be withdrawn or cancelled or the replacement(s) or new edition(s) APP when it is published and available;

74.5 If the APP to be permanently withdrawn or cancelled is sold, ensure that it is stamped at the point of sale with either of these phrases as appropriate:

Navigational Charts: “This Admiralty chart will shortly be replaced by a new chart or new edition and in the meantime, for navigational purposes, is to be used with caution.”

Nautical Publications: “This Admiralty publication will shortly be replaced by a new publication or new edition, and in the meantime, for navigational purposes, is to be used with caution.”

74.6 You shall maintain copies of weekly NMs for the preceding twelve (12) months on a rolling basis. We reserve the right to waive this requirement where you subscribe to an on-line digital updating service operated by or on behalf of UKHO.

74.7 Where you are claiming credit for any withdrawn or cancelled Products in accordance with Section 3.4 of this Schedule 4, you shall ensure that the Product or Services are not sold or exchanged for goods or services or is otherwise passed to any third party.


75.1 Unless agreed otherwise in writing, you shall stock for sale the entire range of Products available, details of which have been provided by us.

75.2 Where the use of third party display equipment and/or software is required to use the Products you shall display a knowledge of the different

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equipment types and make reasonable endeavours to have a link to at least one such equipment/software supplier to enable promotion of the Product in an end user system;











76.3.1 Reviewing details of enquiries from customers; and

76.3.2 Checking UKHO web-based resources and systems such as APOS / Fleet Manager / Knowledge Base / FAQs / UKHO Website for information required and providing the information to customers.

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76.6.1 check details provided by the customer and complete the ‘Contact Us’ form found on UKHO website;

76.6.2 provide all the information specified in the ‘Contact Us’ form;

76.6.3 send by email to [email protected] or to such other uniform resource locator as may be notified by the UKHO from time to time, only one enquiry per problem;

76.6.4 send by email all enquiries, whether relating to an order or request for assistance on products and services to the UKHO’s ‘Customer Services’ section;

76.6.5 indicate in such emails whether the enquiry is related to an order and if so the order to which it relates; and

76.6.6 use the enquiry reference number issued by the UKHO in any acknowledgement e-mail in all subsequent correspondence.

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Schedule 5 – Returns Policy

43 We will credit you for any UKHO Products which are withdrawn or cancelled in accordance with the current scale and conditions issued by UKHO provided that the procedures required by the UKHO are followed and either the thumb label (of a chart) or the spine (of a hard cover publication) or the cover (of a soft cover publication), along with the relevant sheet of the publication (hard or soft cover) detailing the edition date of that publication is returned post or carriage paid to either UKHO or to one of our locations, as we may direct from time to time. The Products for which you are seeking credit must not have been torn, dirty, used or otherwise damaged, and Admiralty charts must not have been stamped with your name. We reserve the right to require you to return post or carriage paid the cancelled or withdrawn chart or publication in its entirety, but will not exercise this right unreasonably.

44 Products returned under the terms of Section 1 of this Schedule 5 will be credited at the price paid to us for the Products when we receive credit from UKHO.

45 We may impose a cap on the totality of credits paid to you under the provisions of Section 1 of this Schedule 5 from time to time.

46 Where Products have been incorrectly ordered credit will only be given where mitigating circumstances exist. Each case shall be considered on its individual merits and our decision will be final. Any credit given will be at the original price paid by you and we may make a charge in respect of the administrative costs incurred.

47 You will be responsible for any freight costs incurred in the return of Products to us.

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[This is an optional Schedule. Please delete if not being used.]


77 PORTS/TIMEFRAMES


Same Day


49 Relevant ports:


51 Cut off time to fulfil same day:




Price to GNS


Next Day

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54 Relevant port:


56 Cut off time to fulfil next day:




Price to GNS


78 OUR UNDERTAKINGS

We agree to make known to our customers and our other partners that we can now arrange delivery to the above ports within the above timeframes.





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80 BILLING





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[Schedule 7 – Print On Demand


Version 1 POD covers the scenario where the reseller purchases its own POD.

Version 2 covers the scenario where GNS purchases the POD and then leases it to the reseller.

Version 3 below covers the scenario where GNS purchases the POD and then sells it to the reseller.

Please delete the option not used.]

Version 1



81 DEFINTIONS






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“POD Print Controller” means the item of property that connects to your network and controls the download and printing of the POD Charts;



82 OUR UNDERTAKINGS














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85 PRICING




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85.2 Chart Fees:



85.3.1 Carriage costs for Admiralty-approved POD chart paper









88 RISK


Version 2


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89 DEFINITIONS














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91 EQUIPMENT INSTALMENT PAYMENT TERMS











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94 PRICING





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94.3 Chart Fees:












97 RISK

Risk of loss of or damage to the items delivered to you as referred to in 3.4 will pass to you from the time of delivery to the carrier. You will be responsible for effecting insurance from the moment risk passes to you.

Version 3


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1 DEFINTIONS














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4 YOUR UNDERTAKINGS






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6 PRICING





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6.3 Chart Fees:












9 RISK


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OUR RESELLER AGREEMENT NOT ISO CERTIFIED


Between:


(6) [INSERT FULL NAME OF RESELLER ENTITY] a company incorporated in [ ] with registered number [ ] and having its registered office at [ ] (the “Company” or “You”).

Background

(G) We wish to appoint you as our reseller for the promotion and sale of the Products and Services (as defined below).

(H) You have agreed to accept the appointment as reseller for the promotion and sale of the Products and Services on the terms and conditions set out below.

(I) [We also wish to appoint you as our fulfilment partner for the fulfilment of certain orders of Products and Services. You have agreed to accept the appointment as fulfilment partner for the fulfilment of certain orders of Products and Services on the terms and conditions set out below and, in particular, Schedule 5].]

The Agreement


57.1 This front page







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Definitions


Term



SIGNED FOR ON BEHALF OF[INSERT RESELLER ENTITY]

by by

________________________________Print Full Name

________________________________Print Full Name



Date Date

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List Less



List Less


List Less

Radio Signals & Light Lists – GNS Loose Leaf weekly update packs List LessWeekly updates (Radio Signals)Weekly updates (Light Lists)


61 Digital PublicationsAdmiralty Digital Publications (ADP) List LessAdmiralty e-Navigational Publications (eNPs) List LessSeamanship Library List LessIMO Bookschelve List Less

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Voyager Packages:(a) NTMs service: Compressed Notices to Mariners and Navarea

Warnings via email and web. Excludes Tracings.List Less


List Less


List Less


List Less


List Less

Additional Voyager Updating ServicesENC Updates: Includes AVCS and Admiralty Information Overlay (AIO) updates and free AVCS and AIO viewer supplied via email

List Less

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and web.ARCS Updates: Updates for Admiralty Raster Charts via email and web.

List Less


List Less


List Less



List Less


List Less


List Less


List Less


MANAGEMENT TOOLS AND SERVICESVoyager Management Service: Web based customer portal providing access to vessel indexes, and chart correction logs (available together with Voyager Software only)Outfit Management Newsletter – Digital e-mail mailshot

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CARRIAGE COSTS List price


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“Annual Target Sales” means your target aggregate spend on Products and Services purchased from us in respect of each Year as set out in Schedule 3 from time to time, or such another aggregate spend as may be agreed in writing between the Parties in relation to each Year;





“Confidential Information” means any information in any form relating to our or UKHO’s technology, business, affairs, Products or Services or those of our Group Companies which is either marked as confidential or is confidential by its nature that is disclosed by us to you or is obtained by you in connection with this Agreement whether disclosed before, on or after the Effective Date and includes any data provided in connection with any Data Services;




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“Fulfilment Services” means the fulfilment services provided to us by you as set out in Schedule 5;








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11 APPOINTMENT

11.1 We appoint you as our reseller to purchase, import, distribute and resell the Products and Services on the terms of this Agreement. We may appoint other resellers and may sell the Products and Services ourselves and through our Group.

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[We also appoint you as our fulfilment partner to perform Fulfilment Services.]

11.2 You must not:












We agree:

14.1.1 to supply the Products and Services to you for resale;

14.1.2 to provide any further support, such as training, marketing or joint customer visits as may be agreed between us from time to time; and

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14.1.3 [to deliver on your behalf where you do not have such Products in stock (our standard freight charges applying).]

15 STANDARDS













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18.1 You warrant that you have complied and will comply with all Applicable Laws in performing your obligations and duties under this Agreement.

18.2 You are responsible for obtaining any necessary import licences or permits necessary for the delivery of Products and Services to you and you will be responsible for any and all customs duties, clearance charges, taxes, brokers’ fees and other amounts payable in connection with the importation and delivery of Products and Services.



18.5 You acknowledge that the UKHO is subject to the requirements of FOIA and the Environmental Information Regulations and agree to assist and co-operate fully with the UKHO to the extent necessary to enable the UKHO to

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comply with its disclosure obligations under that legislation. In particular you must:






18.8 You must comply with your obligations under the provisions of the Data Protection Act 1998 (“DPA”) and references in this Clause 9.8 to “data processor”, “data controller” and “personal data” have the meanings defined in the DPA. Where you, as part of your fulfilment of your obligations under this Agreement, process personal data as a data processor on behalf of the us or UKHO acting as a data controller you must:




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20.1 You acknowledge that that title to the Intellectual Property Rights in the Products and Services and any software included in and forming part of the Products and Services remains with us, or, if applicable, with the original supplier of the relevant Products and Services and you agree to notify us without delay of any actual, threatened or suspected infringement of such Intellectual Property Rights.

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20.2 You must not:











21 PRODUCT RECALL

You agree to maintain appropriate up-to-date and accurate records to enable the immediate recall of any batches of the Products or Services or any individual Products. These records shall include records of deliveries to customers (including details of batch numbers, delivery date, name and address of customer, and telephone number, email address and fax or telex number if available). You shall, at our cost, give such assistance to us as we require for the purpose of such recalls.

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22.3.3 ]POD (as defined in Schedule 6).]







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22.5.5 loss of use;






23 TERMINATION








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24.1 The termination or expiry of this Agreement for any reason shall be without prejudice to (i) any rights or obligations which shall have accrued or become due or (ii) any remedies which any Party may have in respect of any breach of the terms of this Agreement, prior to date of termination. Any Clause expressly stated to survive or implicitly surviving termination, including but not limited to Clauses 7, 9, 11, 12, 13, 14, 15, 16 and 18 will continue.




24.2.3 cease to carry on business as our sub-distributor (and all rights and licenses granted to you automatically terminate on the termination or expiry date);


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25 CONFIDENTIALITY


25.1.1 to hold Confidential Information in confidence and not to disclose or allow it to be disclosed to anyone without our written permission










25.3 Where Confidential Information relating to one of our Group Companies is disclosed to you, that Group Company may enforce this Agreement against you and will have the same rights under this Agreement as us and you will owe the same duties and obligations to that Group Company as you do to us. In addition, any losses suffered or incurred by a Group

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Company as a result of breach of this Agreement (“Group Company Loss”) by you may be treated as if suffered or incurred by us and we shall be entitled to enforce this Agreement against you and to recover the Group Company Loss.


26 FORCE MAJEURE



27 GENERAL






27.6 No changes to this Agreement will be effective unless in writing and signed by an authorised representative of both of us. You agree that we may, from time to time, change the terms of this Agreement. We give you as much notice as possible before the change takes effect and if you do not

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object to the change in writing to us then the change will take effect at the end of the period specified in the notice.


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Year 1

Year 2

Year 3

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You agree:



28.3 to resell Products but to not stock Products;







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28.18 demonstrate to our reasonable satisfaction that personnel engaged in the sale of Products have and maintain a broad current knowledge of

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Products, maritime navigation and the shipping industry and TMO/SOLAs regulations.

28.19 not to appoint any sub-reseller without our prior written agreement and your agreement to any additional contractual terms we may impose; and



29.1 Where the use of third party display equipment and/or software is required to use the Products you shall display a knowledge of the different equipment types and make reasonable endeavours to have a link to at least one such equipment/software supplier to enable promotion of the Product in an end user system;









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30.3.1 Reviewing details of enquiries from customers; and

30.3.2 Checking UKHO web-based resources and systems such as APOS / Fleet Manager / Knowledge Base / FAQs / UKHO Website for information required and providing the information to customers.




30.6.1 check details provided by the customer and complete the ‘Contact Us’ form found on UKHO website;

30.6.2 provide all the information specified in the ‘Contact Us’ form;

30.6.3 send by email to [email protected] or to such other uniform resource locator as may be notified by the UKHO from time to time, only one enquiry per problem;

30.6.4 send by email all enquiries, whether relating to an order or request for assistance on products and services to the UKHO’s ‘Customer Services’ section;

30.6.5 indicate in such emails whether the enquiry is related to an order and if so the order to which it relates; and

30.6.6 use the enquiry reference number issued by the UKHO in any acknowledgement e-mail in all subsequent correspondence.

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[This is an option Schedule. Please delete if not needed]


31 PORTS/TIMEFRAMES


Same Day


65 Relevant ports:


67 Cut off time to fulfil order same day:




Price to GNS


Next Day

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70 Relevant ports:


72 Cut off time to fulfil order next day:




Price to GNS


32 OUR UNDERTAKINGS

We agree to make known to our customers and our other partners that we can now arrange delivery to the above ports within the above timeframes.





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34 BILLING





34.5

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[Schedule 6 – Print On Demand


Version 1 POD covers the scenario where the reseller purchases its own POD.

Version 2 covers the scenario where GNS purchases the POD and then leases it to the reseller.

Version 3 below covers the scenario where GNS purchases the POD and then sells it to the reseller.

Please delete the option not used.]

Version 1



35 DEFINTIONS






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36 OUR UNDERTAKINGS














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39 PRICING




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39.2 Chart Fees:












42 RISK


Version 2


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43 DEFINITIONS














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45 EQUIPMENT INSTALMENT PAYMENT TERMS











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48 PRICING





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48.3 Chart Fees:












51 RISK

Risk of loss of or damage to the items delivered to you as referred to in 3.4 will pass to you from the time of delivery to the carrier. You will be responsible for effecting insurance from the moment risk passes to you.

Version 3

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52 DEFINTIONS













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57 PRICING



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57.3 Chart Fees:












60 RISK


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OUR FULFILLMENT AGREEMENT

THIS AGREEMENT IS DATED [insert date] (”Effective Date”)

Between:

(1) [INSERT GNS ENTITY], a company incorporated in [ ] with registered number [ ] and having its registered office at [ ] (“GNS” or “Us”); and

(2) [INSERT FULL NAME OF REFERRAL ENTITY] a company incorporated in [ ] with registered number [ ] and having its registered office at [ ] (the “Company” or “You”).

BACKGROUND

We both wish to enter into a fulfilment relationship under which you will upon request from us provide Fulfilment Services in exchange for a fee on the terms and conditions set out in this Agreement. 1. DEFINTIONS AND INTERPRETATION

“Confidential Information means any information in any form relating to our technology, customers, business or affairs or those of our Group Companies which is either marked as confidential or is confidential by its nature that is disclosed by us to you or is obtained by you in connection with this Agreement whether disclosed before, on or after the date of this Agreement; “Fulfilment Services” means the delivery by you of our products to our customers at the ports set out in Schedule One within the timescales set out in Schedule One;“Group” means in relation to each of us, us and our respective subsidiaries, subsidiary undertakings and associated companies (whether direct or indirect) from time to time and “Group Company” will be construed accordingly;“Initial Term” means three years from the Effective Date; “Party” means either you or us (as applicable) and “Parties” means both of us;

2. FULFILLMENT SERVICES2.1 You agree to undertake Fulfilment Services as requested by us from time to time. 2.2 You may not represent yourself as our agent or pledge our credit.

2.3 You may not give any condition or warranty as to our Products or Services or commit us to any contracts or liability.

3. OUR UNDERTAKINGS

We agree to make known to our customers and our other partners that we can now arrange delivery to the ports set out in Schedule One within the timeframes set out in Schedule One.

4. YOUR UNDERTAKINGS

4.1 You will fulfil orders from your stock of products that you have purchased.


4.3 You will pack products in accordance with packing standards as may be specified by us from time to time.

4.4 You agree to conduct your business in a manner that will reflect favourably on our products and to not do anything to harm our reputation.

4.5 You must only use the delivery names and addresses for the purposes of providing Fulfilment Services and not for any other purpose.

5 PRICES AND BILLING

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5.1 You agree to provide Fulfilment Services at the prices set out in Schedule One which are exclusive of VAT.

5.2 You will issue an invoice to us on a monthly basis for the Fulfilment Services delivered in the previous month and the currency in the invoice will reflect the currency of the country in which we are located. Each invoice will include VAT where applicable.

5.3 You will also supply to us proof of each delivery made (which means a dated delivery note stamped by whoever took delivery at our customer).


6.1 Nothing in this Agreement shall limit either Party’s liability for:



6.2 You will indemnify us on demand against all damages, claims, losses, costs, demands and expenses suffered or payable by us as a result of your breach of this Agreement including, without limitation, any claims made against us by customers for late, incorrect or non-deliveries of products.

7 TERM AND TERMINATION

7.1 This Agreement will commence on the Effective Date and, unless terminated earlier in accordance with the terms of this Agreement, will continue in full force and effect for the Initial Term. Once the Initial Term has expired, the Agreement will continue unless and until terminated by either party on thirty (30) days’ written notice given to the other to expire on the expiry of the Initial Term or any anniversary of it.

7.2 This Agreement may be terminated by either of us by written notice with immediate effect if:

7.2.1 the other Party commits a material breach that it fails to remedy within the period specified in the notice requesting it to do so by the Party not in breach of this Agreement;

7.2.2 the other Party ceases or threatens to cease permanently to trade, goes into voluntary or compulsory liquidation, (except for the purposes of reconstruction or amalgamation) or if a receiver is appointed in respect of the whole or any part of a Party’s assets or if an encumbrancer takes possession of any of a Party’s property or assets or if a Party makes an assignment for the benefit of or composition with its creditors generally or indicates an intention to do any of these things however they are described in another jurisdiction; or

7.2.3 either of us suffers a Force Majeure Event under Clause 9.1 which continues for a period of thirty (30) days or more.

7.3 The termination or expiry of this Agreement for any reason will be without prejudice to (i) any rights or obligations which shall have accrued or become due or (ii) any remedies which either of us may have in respect of any prior breach of the terms of this Agreement. Any Clause expressly stated to survive or implicitly surviving termination, including but not limited to Clauses 2.2, 2.3, 6, 7, 8, 9 and 10 will continue.

8 CONFIDENTIALITY








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9 FORCE MAJEURE



10 GENERAL


10.2 You may not transfer or subcontract your side of this Agreement without first getting our written permission. We may transfer or subcontract our side of this Agreement and our duties under it at any time.

10.3 This Agreement, together with any document referred to in it, constitutes the entire understanding and agreement between us and supersedes all prior agreements, negotiations, proposals and discussions between us.


10.5 This Agreement will not constitute or imply any partnership, joint venture, agency, fiduciary relationship or other relationship between us, other than the rights and obligations expressly set out in this Agreement.





SIGNED FOR ON BEHALF OF

[INSERT COMPANY ENTITY]

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by

________________________________

Print Full Name

_______________________________

Director/Company Secretary/Authorised Signatory

Date

by

________________________________

Print Full Name

_______________________________


Date

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SCHEDULE ONEPORTS/TIMEFRAMES


Same Day

1) Contact Name, Contact email address, Contact phone number (international) contact location address;

2) Relevant port

3) Hours of operation (local time) to fulfil our order:

4) Services that can be fulfilled (select from below and provide details):

5) Cut off time to fulfil order same day:

Paper Charts and Publications Tick below services that can be fulfilled

Price to GNS including delivery cost


Next Day

6) Contact Name, Contact email address, Contact phone number (international) contact location address;

7) Relevant port

8) Hours of operation (local time) to fulfil our order:

9) Services that can be fulfilled (select from below and provide details):

10) Cut off time to fulfil order next day:

Paper Charts and Publications Tick below services that can be fulfilled

Price to GNS including delivery cost


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OUR REFERRAL AGREEMENT

THIS AGREEMENT IS DATED [insert date] (”Effective Date”)

Between:

(1) [INSERT GNS ENTITY], a company incorporated in [ ] with registered number [ ] and having its registered office at [ ] (“GNS” or “Us”); and

(2) [INSERT FULL NAME OF REFERRAL ENTITY ] a company incorporated in [ ] with registered number [ ] and having its registered office at [ ] (the “Company” or “You”).

BACKGROUND

We both wish to enter into a referral relationship under which you will refer to us potential customers for our Products and Services in exchange for a Referral Fee on the terms and conditions set out in this Agreement.



“Agreement” means this agreement including any Schedules;

“Applicable Laws” means all laws, rules, regulations and guidance which are in force from time to time, including, without limitation, Anti-Bribery Laws;

“Commencement Date” means [insert commencement date];

“Confidential Information means any information in any form relating to our technology, business or affairs or those of our Group Companies which is either marked as confidential or is confidential by its nature that is disclosed by us to you or is obtained by you in connection with this Agreement whether disclosed before, on or after the date of this Agreement;


“Force Majeure Event” has the meaning given to it in Clause 12;

“Group” means in relation to each of us, us and our respective subsidiaries, subsidiary undertakings and associated companies (whether direct or indirect) from time to time and “Group Company” will be construed accordingly;

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“Initial Term” means three years from the Commencement Date;


“Potential Customer” means potential customers for our Products and/or Services referred to us by you in accordance with this Agreement;

“Products” means our products from time to time;

“Referral Fee” means the fee set out in Clause 5 and as calculated in accordance with Schedule Two;

“Relevant Policies” means any policy that we may provide to you from time to time which may include our Anti-bribery and Corruption Policy;

“Services” means our services from time to time;


“VAT” means Value Added Tax chargeable pursuant to the United Kingdom Value Added Tax Act 1994 or such other tax supplementing or replacing the same.

2 APPOINTMENT

2.1 We appoint you as our non-exclusive referral partner for the purposes of referring to us Potential Customers for our Products and Services. You will use all reasonable commercial endeavours to refer Potential Customers to us.

2.2 You will refer each Potential Customer to us by sending to us by email to an email address we will notify you of from time to time the completed form set out in Schedule One.

2.3 The referring to us of a Potential Customer will not oblige us to sell Products or Services to that Potential Customer regardless of your activities.

2.4 You may not represent yourself as our agent or pledge our credit.

2.5 You may not give any condition or warranty as to our Products or Services or commit us to any contracts or liability.

2.6 You may only use our trademarks and trade names relating to the Products and Services only in the registered or agreed style and only in connection with the performance of your duties under this Agreement. You may not use our trademarks or trade names in connection with any other Products or Services or in connection with your name.

3 YOUR DUTIES

3.1 You agree to conduct your business in a manner that will reflect favourably on the Products and Services and to not do anything to harm our reputation.

3.2 You agree not to participate in any misleading, illegal, deceptive or unethical practices including, without limitation, disparaging our Products and/.or Services or other practices that may be detrimental to the Products or Services or us.

3.3 You agree to keep full and proper books of account and records showing clearly all enquiries and referrals relating to the Products and Services and to supply to us such reports and other information that we may reasonably require from time to time relating to your activities under this Agreement.

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3.4 You agree to obtain our prior written consent at least 30 days in advance of any changes in your ownership or Control or any change in your organisation or method of doing business which may affect the proper fulfilment of your obligations under this Agreement.

4 OUR DUTIES

We will provide you with marketing materials from time to time to be used in the performance of your duties under this Agreement. You must not use any other marketing or promotional materials.

5 REFERRAL FEE

5.1 We will pay you a Referral Fee in relation to Products and/or Services contracted with us by a Potential Customer within three (3) months of referral by you as evidenced by the referral made pursuant to Clause 2.2. We will only pay such Referral Fee on the initial contract made between us and the Potential Customer and not in relation to any renewals or roll-ons beyond the initial term.

5.2 A Potential Customer referred to us will not attract a Referral Fee if the Potential Customer is already our customer or a customer of our Group.

5.3 If multiple referral partners refer the same Potential Customer to us, the referral partner that submits a referral to us first in accordance with the procedure set out in Clause 2.2 will be entitled to receive a Referral Fee (subject to the terms of this Agreement). Determining the eligibility of the referral partner for the Referral Fee in such a situation will be at our sole discretion.

5.4 The above Referral Fee will be exclusive of VAT which will be paid by us at the appropriate rate and you will be responsible for sending to us a VAT invoice when the Referral Fee relating to it accrues. No Referral Fee will be paid unless we receive an appropriate VAT invoice.

5.5 Referral Fees will accrue when we receive payment from a customer. We will send to you a statement of account each quarter detailing what Referral Fees have accrued that quarter. We will pay the Referral Fees set out in each statement of account in pounds sterling during the quarter after they have accrued, subject to having received from you a VAT invoice as referred to in Clause 5.4 above.


6 COMPLIANCE WITH LAWS AND POLICIES

6.1 You warrant that you comply with and will continue to comply with all Applicable Laws in performing your obligations and duties under this Agreement.

6.2 You warrant that you comply with and will continue to comply with each of the Relevant Policies in performing your obligations and duties under this Agreement.

6.3 Without limitation to Clauses 6.1 and 6.2, you must not make or receive any improper payment (including a bribe as defined in the Bribery Act 2010) or allow any such to be made or received by you or on your or our behalf whether in the UK or elsewhere and you will implement adequate procedures to ensure that such bribes and payments are not made or received.

6.4 You must comply with your obligations under the provisions of the Data Protection Act 1998 (“DPA”). You warrant that you will obtain all necessary consents, licenses and authorisations (including, without limitation, consents from Potential Customers to pass to us their details) in the performance of your obligations and duties under this Agreement.


You acknowledge that that title to the Intellectual Property Rights in the Products and Services remains with us, or, if applicable, with the original supplier of the relevant Products.


8.1 Nothing in this Agreement shall limit either Party’s liability for:



8.2 You will indemnify us on demand against all damages, claims, losses, costs, demands and expenses suffered or payable by us:

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8.2.1 as a result of your breach of this Agreement; and

8.2.2 as a result of a third party alleging unfair trade practices, false advertising or misrepresentation in connection with claims made by you in relation to us or our Products and/or Services.


8.4 We shall not be liable to you for loss of profits, loss of business or for any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses.

8.5 Our total aggregate liability in contract, tort (including without limitation negligence or breach of statutory duty), misrepresentation, restitution under any indemnity or warranty provided herein or otherwise arising in connection with the performance or this Agreement is limited to the aggregate value of all Referral Payments actually paid by you to us during the three (3) months preceding the date on which the claim arose.

9 TERM AND TERMINATION

9.1 This Agreement will commence on the Commencement Date and, unless terminated earlier in accordance with the terms of this Agreement, will continue in full force and effect for the Initial Term. Once the Initial Term has expired, the Agreement will continue unless and until terminated by either party on thirty (30) days’ written notice given to the other to expire on the expiry of the Initial Term or any anniversary of it.

9.1 This Agreement may be terminated by either of us by written notice with immediate effect if:

9.2.1 the other Party commits a material breach that it fails to remedy within the period specified in the notice requesting it to do so by the Party not in breach of this Agreement;

9.2.2 the other Party ceases or threatens to cease permanently to trade, goes into voluntary or compulsory liquidation, (except for the purposes of reconstruction or amalgamation) or if a receiver is appointed in respect of the whole or any part of a Party’s assets or if an encumbrancer takes possession of any of a Party’s property or assets or if a Party makes an assignment for the benefit of or composition with its creditors generally or indicates an intention to do any of these things however they are described in another jurisdiction; or

9.2.3 either of us suffers a Force Majeure Event under Clause 12 which continues for a period of thirty (30) days or more.

9.3 This Agreement may be terminated by us immediately by notice in writing if any change of the type set out in Clause 3.4 takes place without our prior written consent or if you breach Clause 6.


10.1 The termination or expiry of this Agreement for any reason will be without prejudice to (i) any rights or obligations which shall have accrued or become due or (ii) any remedies which either of us may have in respect of any prior breach of the terms of this Agreement. Any Clause expressly stated to survive or implicitly surviving termination, including but not limited to Clauses 7, 8, 9, 10, 11 and 13 will continue.


10.2.1 as required by us, return, destroy or delete any promotional or other materials; and

10.2.2 cease to carry on business as our referral partner (and all rights and licenses granted to you automatically terminate on the termination or expiry date);

10.3 The termination or expiry of this Agreement will not of itself give rise to any liability on our part to pay any compensation to you including, without limitation, for loss of profits or goodwill.

10.4 Upon termination by us in the circumstances set out in Clauses 9.2 or 9.3 our obligation to pay Referral Fees shall immediately cease even if Referral Fees have accrued but not yet been paid. Upon termination or expiry in any other circumstances we will pay any Referral Payments relating to Products and/or Services contracted with us by a Potential Customer within three (3) months of the referral by you notwithstanding the termination or expiry.

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11 CONFIDENTIALITY













11 FORCE MAJEURE



12 GENERAL


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12.2 You may not transfer or subcontract your side of this Agreement without first getting our written permission. We may transfer or subcontract our side of this Agreement and our duties under it at any time.

13.3 This Agreement, together with any document referred to in it, constitutes the entire understanding and agreement between us and supersedes all prior agreements, negotiations, proposals and discussions between us.


13.5 This Agreement will not constitute or imply any partnership, joint venture, agency, fiduciary relationship or other relationship between us, other than the rights and obligations expressly set out in this Agreement.





[INSERT GNS ENTITY]


[INSERT COMPANY ENTITY]

by

________________________________

Print Full Name

_______________________________


Date

by

________________________________

Print Full Name

_______________________________


Date

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Schedule One- Pro-forma referral form

GNS Referral Partner Name:

Individual Name:

Name of Potential Customer:

Potential Customer Address:

Vessel name(s) and IMO number(s):

Product(s)/Service(s) required:

Additional Information:

Referral Qualification Process:

1. GNS Referral Partner to provide details above2. We will check to identify if there is already an opportunity logged in sales pipeline (salesforce or other

pipeline application) with Potential Customer 3. We will confirm whether the referral qualifies as referral opportunity4. Opportunity remains as referral opportunity for 3 months

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Schedule Two- Referral Fee

The Referral Fee will be paid as follows:

20% of our gross margin for physical or digital charts or publications;

20% of revenue earned from software solutions;

10% of revenue earned on software applications:

Formula for physical or digital charts or publications:

1) Total revenue minus cost of goods / services = our gross margin2) We pays 20% of this figure to Referral Agent

Practical example: Referral Agent refers vessel that needs 100 charts and we agree BA RRP for each, then:

Total revenue (£2440) minus cost of goods (15.86 * 100 = £1586) = £854

We pay 20% of this figure to referral agent (£854*0.2) = £170.80

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