UNITED
KINGDOM HYDROGRAPHIC OFFICE


 


DISTRIBUTORSHIPAGREEMENT
FOR


ADMIRALTY
NAVIGATIONAL AND OTHER


RELATED
PRODUCTS


 





 


 






    		Page 1 of 21 



     


    

 


AN
AGREEMENT made this 10th day of August 2005 BETWEEN


 


	(1)	The
    Chief Executive United Kingdom Hydrographic Office, and National Hydrographer (hereinafter called ‘‘UKHO”)
    for and on behalf of the Secretary of State for Defence,
	 	 
	(2)	and
    e-MLX Co., Ltd of Ssangyong Research No. 2 Lab Sinseong-Dong100, Yuseong-Gu, Daejeon 305-804, Korea (hereinafter called
    “the     Distnbutor”).


 


Together
“the Parties”


 


WHEREAS:


 


UKHO
wishes to appoint a number of distributors of its world-wide series of paper charts, nautical publications, and digital products
and other related products for which UK.HO acts as a wholesaler/distributor(Schedule 1, C refers).


 


The
Distributor has applied to become an Admiralty Distributor of ASD (“ the Product Group(s)”).


 


IT
IS AGREED AS FOLLOWS:


 


1.
DEFINITIONS


 


In
this Agreement;


 


“Admiralty
Distributor” shall mean a distributor of the Product Group(s) above.


 


“Agreement”
means the whole of the. foll owing terms, Schedule 1 and Schedule 2.


 


“Distributor”
means the party appointed by UKHO under the terms of this Agreement to supply the Product Group(s) to Customers.


 


“Operating
Location(s)” means any location(s) used by the Distributor(s) to stock and supply the Product Group(s) to Customers.


 


“Sub-Distributor”
means the party appointed and provisioned by the Distributor to stock and supply the Product Group(s) to Customers on the
Distributors behalf.


 


“IACA”
means an International Admiralty Chart Agent. This is the category of Distributor supplying SOLAS paper and digital products
and offering the full range of ASP&D under the terms of this Agreement. This category
of Distributor may also supply Admiralty Leisure products (AL) and other related products that are not produced by UKHO
but for which UKHO acts in the capacity of wholesaler/distnbutor
(NonAP&D} under the terms of this Agreement.


 


“ACA(P)”
means Admiralty Chart Agent (Paper). This is the category of Distributor offering only ASP under the terms of this Agreement.
This category of Distributor may also supply Admiralty Leisure products (AL) and other related paper products that are not produced
by UKHO but for which UKHO acts in the capacity of wholesaler/distributor (NonAP) under the terms of this Agreement.


 


“ADD”
means Admiralty Digital Distributor. This is the category of Distributor offering only ASD under the terms of this Agreement.
This category of Distributor may also supply Admiralty Leisure products (AL) and other related digital products that are not
produced by UKHO but for which UKHO acts in the capacity
of wholesaler/distributor (NonAD) under the terms of this Agreement.


 


“ACA(W)”
means Admiralty Chart Agent (Wholesale).
This is the category of Distributor that acts as a wholesaler for Admiralty Leisure products, and supplies other distributors
and multiple retail outlets.


 


“ASP”
means the Product Group comprising Admiralty SOLAS paper products.


 






    		Page 2 of 21 



     


    

 





“ASD”
means the Product Group comprising Admiralty SOLAS digital products which for the purpose of this agreement includes ARCS
Skipper.


 


“ASP&D”
means the complete range of SOLAS paper and digital products i.e. ASP and ASD, produced by or on behalf ofUKHO as listed in
the Admiralty catalogue of Products (NP131).


 


“AL”
means Admiralty Leisure products, the range of Admiralty products designed primarily for non SOLAS applications.


 


“NonAP&D”
means the Product Group comprising products
that are not produced by UK.HO but for which UKHO acts in the capacity of wholesaler/distributor.


 


“NonAP”
means the Product Group comprising paper products that are not produced by UKHO but for which UKHO acts in the capacity of
wholesaler/distnbutor.


 


“NonAD”
means the Product Group comprising digital products that are not produced by
UKHO but for which UKHO acts in the capacity of wholesaler/distributor.


 


“Admiralty
Distributors Handbook” means the material issued by UKHO which contains procedural information to assist the Distributor
to properly discharge his responsibilities under this Agreement. This Agreement shall be the entire agreement between the Parties
and the Admiralty Distributors Handbook, which may be updated from time to time, shall be for guidance only and shall not be part
of this Agreement.


 


“NMs”
means the Admiralty Notices to Mariners, which are the notices issued periodically by UKHO and which contain all the necessary
information, current at the time, to allow the correction of ASP&D.


 


“APP”
means the Admiralty Promotional Programme. This is the means by which UKHO may in certain circumstances and at its sole discretion
provide material support to Distributors exhibitions, seminars and other targeted marketing activity. Details of the APP are included
within the Admiralty Distnbutors Handbook.


 


“Customers”
shall mean any party to whom the Distnbutor sells the Product Group(s).


 


“Intellectual
Property Rights” means copyright, patents, utility models, trade marks, service marks, design rights (whether registered
or unregistered), database rights, semiconductor topography rights, proprietary information rights and all other similar rights
as may exist anywhere in the world.


 


2.
APPOINTMENT


 


	2.1.
    	UKHO
    hereby appoints e-MLX Co., Ltd from
    10 August 2005 and thereafter unless or until terminated in accordance with the terms of this Agreement, to be its non-exclusive
    Distributor operating from the Operating Location(s) listed at Appendix A for the supply of the Product Group(s) world wide
    in accordance with terms of this Agreement. The Terms of this Agreement apply to those products produced by UK.HO and other
    related products for which UK.HO acts as a wholesaler/distributorexcept that where different terms and conditions pertain
    to the latter, they are specified at Schedule I, C.


 


The
Distributor is hereby appointed an:-


 


Admiralty
Digital Distributor (ADD)


 


For
the avoidance of doubt, nothing in this Agreement shall create a relationship of
agency between UKHO and the Distributor, and the Distributor will sell the Product
Group (s) to Customers on his own account.


 


	2.2.	UKHO
    reserves the right to appoint further distributors operating from the Operating Location(s) listed at Appendix A or elsewhere
    for the supply of any Product Group(s) world-wide including but not restricted to those detailed above and will endeavour
    to inform the Distributor of such an appointment.





 



    		Page 3 of 21 



     


    




 






	2.3.	UKHO
    reserves the right to change the description or specification of the Products and Product Group(s). Any such changes shall
    be notified to the Distributor from time to time. UKHO will use reasonable endeavours
    to inform the Distributor of any changes prior to notification to users.
	 	 
	2.4.	Nothing
    in this Agreement shall entitle the Distributor to any priority supply in relation to the Product Group(s) as against UKHO’s
    other Distributors or Customers.


 


3.
GENERAL DUTIES OF THE DISTRIBUTOR


 





	3.1.	The
    Distributor shall provide and maintain to the reasonable satisfaction of UKHO and in full compliance with all relevant Jaws
    premises, accommodation and equipment suitable for the reception, storage and sale of all Product Groups for which he is a
    Distributor. Except where the Distributor conducts business solely by direct mail or by means of the Internet, the Distributors
    premises should contain space sufficient to permit inspection by Customers of the Product Group(s).
	 	 
	3.2.	The
    Distributor shall demonstrate to UKHO’s reasonable satisfaction and maintain a broad, current knowledge of:
	 	 
	 	maritime
    navigation;
	 	 
		the
    shipping industry;
	 	 
		IMO/SOLAS
    regulations; and
	 	 
		information
    technology/systems that relate to maritime navigation from time to time
	 	 
	3.3.	The
    Distributor shall, by means of advertisement or signs as shall have been approved by UKHO in writing prior to use, indicate
    that it has been appointed as an Admiralty Digital Distributor (ADD). The Distnbutor shall not describe itself
    as the distributor, agent or representative of UKHO or as being entitled to bind UK.HO in any way except as expressly authorised
    by this Agreement.
	 	 
	3.4.	The
    Distributor shall to the satisfaction ofUKHO at all times work diligently to protect and promote the interests of UKHO and
    shall at his own expense promote and procure sales of the Product Group(s) and endeavour to satisfy market demand for them
    by appropriate means including:




 





	 	3.4.1.	personal
    visits to and correspondence with potential purchasers;
	 	 	 
	 	3.4.2.	advertising
    and distribution of publicity material (subject to the prior written approval by UKHO of the content,
    form and extent of such advertising and publicity material where it is directly
    related to the Product Group(s));
	 	 	 
	 	3.4.3.	attendance
    at trade shows and other sales promotion events;
	 	 	 
	 	3.4.4.	maintaining
    contact with Customers so as to encourage them to seek further supplies of the Product Group(s), including offering an after
    sales service for Customers in relation to the Product Group(s) to UKHO’s reasonable satisfaction;
	 	 	 
	 	3.4.5.	maintenance
    ofa Customer database; and,
	 	 	 
	 	3.4.6.	maintenance
    in good condition satisfactory to UKHO of a st9ck of the Product Group(s) sufficient to meet expected demand as specified
    within the accompanying Schedule(s).










 


	3.5.	The
    Distnbutor shall engage such number of suitably qualified sales personnel as
    may be reasonably required by the demands of the business, and shall ensure that
    at least one such person who has adequate knowledge of the Product Groups and of their uses,
    particularly for maritime navigation is always available during normal local office hours. The Distributor shall further
    ensure that at least one member of his sales personnel is able to speak, read and write English to a standard acceptable to
    UKHO.







 






    		Page 4 of 21 



     


    




 





	3.6.	The
    Distributor shall not make any representations to Customers or give any warranties in relation to the Product Group(s) other
    than those contained in any promotional material relating to the Product Group(s) produced or approved in accordance with
    clause 3.4.2 by UK.HO, or as may be provided separately to the Distributor by UK.HO,
    and shall not pledge the credit ofUKHO in any way.
	 	 
	3.7.	The
    Distributor shall not enter into any arrangement with, or assume any obligation towards, a third party which impedes or may
    impede the Distributors performance of this Agreement.
	 	 
	3.8.	The
    Distributor shall:










 


	 	3.8.1.	advise
    UK.HO in writing prior to the appointment
    of any proposed Sub-Distributor(s) and shall be responsible to UKHO for ensuring
    that the requirements of this Agreement
    are met in full by such Sub-Distributor(s). Any failure in performance by a Sub-Distnbutor shall, for the purpose of
    this Agreement, be considered a failure of the Distributor, and UK.HO shall have the right to deny the Distributor the right
    to appoint specific sub-Distributors at UKHO’s sole discretion, and shall have the right to demand existing Sub-Distributors
    cease to be Sub-Distnbutors; and
	 	 	 
	 	3.8.2.	advise
    UK.HO in writing of all current and proposed Operating Locations and shall be
    responsible to UKHO for ensuring that the requirements of this Agreement are met in full by such Operating Locations. Any
    failure in performance by an Operating Location shall, for the purpose of this Agreement, be considered a failure of the Distributor,
    and UK.HO shall have the right to deny the Distributor the right to operate from specific Operating Locations at UKHO’s
    sole discretion, and shall have the right to demand existing Operating Locations cease to be Operating Locations.




 





	3.9.	Subject
    to a notice period of not less than 24 hours the Distributor shall permit authorised representatives of UK.HO to inspect his
    premises and stocks of the Product Group(s) at any time during normal local business hours. In the event of a complaint and
    after consultation with the Distributor UKHO shall also be permitted to inspect his Sub-Distributors’ premises and stocks
    of the Product Group(s) at any time during normal local business hours.
	 	 
	3.10.	Where
    a Product is stated in NMs as being permanently withdrawn or cancelled and is to be replaced, and the Distributor has still
    to receive replacement(s) or new edition(s), the Distributor shall inform any prospective Customer that the Product in question
    has been withdrawn or cancelled and shall permit the Customer to purchase either the Product which is to be withdrawn or cancelled,
    or to purchase the replacement(s)or new edition(s) when received by the Distributor.
	 	 
	3.11.	The
    Distributor shall not sell to an end user any replacement or new edition of any product supplied to him by UKHO prior to its
    publication date as announced by UKHO in the weekly NMs.
	 	 
	3.12.	Where
    the Distributor has been notified by UKHO that a product is to be permanently withdrawn or cancelled without replacement,
    the Distributor shall:







 





	 	3.12.1.	inform
    any intended purchaser that the product in question is shortly to be withdrawn or cancelled; and
	 	 	 
	 	3.12.2.	allow
    any intended purchaser to purchase the product which is to be withdrawn or cancelled until the
    Distributor is notified by UKHO that the product in question has been permanently withdrawn or cancelled.







 





	3.13.	The
    Distributor shall not, under any circumstances, sell or otherwise deal with in any way which might reasonably be thought likely
    to lead to subsequent use in navigation
    any product which is stated in NMs as having been permanently withdrawn or cancelled without replacement or is stated in NMs
    as withdrawn or cancelled on publication of replacement(s) or new edition(s), after receipt by the
    Distnb utor of the replacement(s) or new edition(s).







 






    		Page 5 of 21 



     


    




 





	3.14.	The
    Distributor shall render each Customer every reasonable assistance with any difficulties encountered by him in using the Product
    Group(s) and with day-to-day queries.
	 	 
	3.15.	The
    Distributor shall place orders in accordance with the requirements of the accompanying Schedules. To avoid delay and possible
    rejection of orders, the Distributor should also follow the procedures described within the Admiralty Distributor’s
    Handbook.
	 	 
	3.16.	The
    Distributor shall advise UK.HO of any errors in supply by UKHO within twenty one days ofreceipt of orders and include a copy
    of the relevant advice note identifying the errors. UKHO assumes no liability for any errors in the supply of orders where
    the Distributor fails to notify UKHO of these errors within twenty one days ofreceipt by the Distributor of the order.
	 	 
	3.17.	The
    Distributor shall provide the following written reports to UKHO in a form and to a template provided by UKHO:







 





	 	3.17.1.	Annually
    each April a report summarising the Distributors conduct and development of the sale of the Product Group(s),
    detailing current trading conditions and explaining those changes to the Distributors marketing plan being made as
    a result. This report shall also include a phased monthly forecast, by product group, of anticipated purchases of the Product
    Group(s) for the forthcoming year (April to March) updating if necessary the report submitted the previous October. This report
    must be delivered to UKHO not later than 15th April each year.
	 	 	 
	 	3.17.2.	Annually
    each October a report providing, by product group, a phased monthly forecast of anticipated purchases during the twelve month
    period commencing on the 1st April following the submission of the report updating if necessary the report submitted the previous
    April. This report must be delivered to UKHO not later than 31st October each year.
	 	 	 
	 	3.17.3.	UKHO
    may exceptionally require, at its discretion, that the Distributor provide sales forecasts on a more frequent basis than that
    required at paragraphs 3.17.1 and 3.17.2 above.







 





	3.18.	This
    clause has been deleted.
	 	 
	3.19.	The
    Distributor shall, in respect of each order for the Product Group(s) to be supplied by UKHO to the Distributor under this
    Agreement, be responsible for:







 





	 	3.19.l.	ensuring
    the accuracy of its purchase order;
	 	 	 
	 	3.19.2.	providing
    UKHO with any information which is necessary in order to enable UK.HO to fulfil the order and to comply with all labelling,
    marketing and other applicable legal requirements, and
	 	 	 
	 	3.19.3.	obtaining
    any necessary import licences, certificates of origin or other requisite documents,
    and paying all applicable customs, duties and taxes in respect of the importation of the Product Group(s) and their resale.







 





4.
PRODUCT SPECIFIC REQUIREMENTS & DISTRIBUTOR DUTIES


 





	4.1.	In
                                         addition to the duties specified in Clause 3 above and elsewhere in this Agreement, the
                                         Distributor shall meet the requirements defined in Schedule I specific to the Product
                                         Group(s) for which he is a Distributor.








 





5.
PERFORMANCE REQUIREMENTS







 





	S.l.	In
    addition to the General and Specific duties specified in this Agreement the Distributor shall meet all of the performance
    requirements for each distributor category as specified in Schedule 2.







 






    		Page 6 of 21 



     


    




 





6.
DUTIES OF UKHO







 





	6.1.	UKHO
    agrees to use its best endeavours to maintain the quality of the Product Group(s) and ensure that they remain current, but
    except as expressly stated elsewhere in this Agreement accepts no liability for the failure to do this nor for any loss which
    may arise therefrom, to the Distributor, his Customers, or any third party.
	 	 
	6.2.	Prior
    to dissemination to users UKHO will make available to the Distributor updates on the status of Product Groups (Product Status
    Reports), which will include the following:







 





	 	6.2.1.	any
    new products or new editions of products that are to be published along with the intended publication date and, where appropriate,
    the products that are to be permanently withdrawn or cancelled along with the intended date of withdrawal or cancellation;
	 	 	 
	 	6.2.2.	any
    products that are to be permanently withdrawn or cancelled without replacement along with the intended date of withdrawal
    or cancellation;
	 	 	 
	 	6.2.3.	any
    new products or new editions of products which are available for despatch from UKHO that week and will shortly be announced
    as published and, where relevant, the products that are shortly to be withdrawn or cancelled on publication of the new products
    or new editions of products and which will no longer be supplied by UKHO to the Distributor;
	 	 	 
	 	6.2.4.	any
    new products or new editions of products which UK.HO publishes that week and, where appropriate, the products that are permanently
    withdrawn or cancelled;
	 	 	 
	 	6.2.5.	any
    products that are permanently withdrawn or cancelled without replacement; and,
	 	 	 
	 	6.2.6.	other
    miscellaneous information UKHO considers appropriate.







 





	6.3.	UKHO
    will announce in the weekly, or if available and by request, daily NMs:







 





		6.3.1.	any
                                         new products or new editions of products which are to be published within the coming
                                         weeks;



 


		6.3.2.	publication
                                         of any new products or new editions of products ; and



 


		6.3.3.	any
                                         product(s) that have been permanently withdrawn or cancelled.








 





	6.4.	UK.HO
    will supply to the Distributor free of charge a copy of the current Admiralty Distnbutors Handbook and updates, product handbooks
    and literature and, in the case of ASD only, data suitable for demonstration purposes.
	 	 
	6.5.	UKHO
    will supply the Distributor with weekly editions of paper NMs, block reproductions of portions of charts, printed warning
    notes and tracings showing corrections to the Admiralty charts at the frequency
    specified in Schedule 1 and as may be amended by UKHO at its sole discretion from time to time. UKHO may elect, at its sole
    discretion, to supply the Distnbutor with NMs by digital means (including but not limited to the Internet or ISDN telephone)
    in lieu of paper in which case the Distributor shall provide the equipment and trained staff necessary to permit their proper
    reception and application.
	 	 
	6.6.	UKHO
    will provide sales and product training at UKHO’s offices in Taunton or at the Distributors offices or other venue at
    UKHO’s discretion. In addition, UK.HO will provide training and product support guides and information in either paper
    or digital formats. UKHO will provide this training at no cost to the Distributor, however the Distributor shall be liable
    for the costs of his staff attending such training. In addition where the training takes place at the Distributors premises
    the Distributor shall also be responsible for the provision and funding of suitable facilities
    and the reasonable travel, accommodation and subsistence costs of UK.HO staff conducting the training upon presentation of
    invoices in respect of such costs.







 






    		Page 7 of 21 



     


    

 





	6.7.	At
                                         its sole discretion UK.HO may provide material support for joint promotional programmes,
                                         as agreed, and within the guidelines of APP as detailed in the Distributors Handbook.



 


	6.8.	UK.HO
                                         shall not be under any obligation to continue the manufacture of the Product Group(s),
                                         and shall be entitled to make such alterations
                                         to the specifications of the Product Group(s) as it thinks fit.
	 	 
	6.9.	Each
                                         order for the Product Group(s) shall constitute a separate Contra.ct, and any default
                                         by UK.HO in relation to any one order shall not entitle the Distributor to treat this
                                         Agreement as terminated.











 





7.
PRICES and DISCOUNTS







 





	7.1.	The
    prices payable by the Distributor for each order shall be those set forth in the UK.HO price list in force at the date the
    order is received, less any discount indicated under Schedule 2. Such prices shall be on an ex-works basis either from UK.HO,
    Taunton, Somerset, UK or such other UK location as UK.HO may, at its sole discretion, decide and advise to the Distributor.
	 	 
	7.2.	Where
    the Distributor requires delivery to an address different to that listed at Appendix B or requires his order be given high
    priority the Distributor shall pay surcharges at the following rates:







 





	 	7.2.1.	High
    Priority orders (also known as rush orders) will attract a surcharge of20% of the value of the goods. This surcharge will
    be in addition to any other surcharge that may be applicable, but will only be
    applied to the net value of goods.
	 	 	 
	 	7.2.2.	The
    different address surcharge is 20% of the value of the goods. This surcharge will be in addition to any other surcharge that
    may be applicable, but will only be applied to the net value of goods.







 





	7.3.	All
    prices within the price list exclude any UK output Value Added Tax (VAT).
	 	 
	7.4.	UK.HO
    reserves the right, exercisable at its sole discretion, to change both the discounts offered to the Distributor and the published
    price list. Such changes to discount and price structures may relate to changes in product fonnat, price basis, delivery method
    and/or support. Any such changes shall where possible be notified to the Distributor in writing at least twelve months before
    being brought into force and in any event no later than six months before being brought into force in the case of changes
    to discounts of existing products and one month before being brought into force in all other circumstances including changes
    to the price list.







 


8.
PAYMENTS


 





	8.1.	UKHO
    shall invoice for each consignment to the Distributor on an ex-works basis. Where UK.HO has arranged for transport and insurance
    on behalf of the Distributor such charges shall be added to the Distributors account and be borne by the Distributor.
	 	 
	8.2.	At
    the end of each month UK.HO will issue to the Distributor a statement of account summarizing all order invoices issued that
    month. It will show the value of all products dispatched, charges for all freight and insurance arranged by UK.HO on behalf
    of the Distributor, any credits from return products and any promotional charges
    arranged through the APP. Any payments in respect of APP support to the Distributor will be made separately by cheque or electronic
    transmission against submitted invoices.
	 	 
	8.3.	Payment
    of each invoice referred to in clause 8.1 of this Agreement shall be made in full by the Distributor without any deduction
    or set off into an account designated by UK.HO for the purpose in such a way that cleared funds are received by UK.HO within
    40 days from the date of invoice or 55 days for distributors opting to make payment by direct debit. Allowance will be made
    where delivery times are normally longer than one week.







 






    		Page 8 of 21 



     


    




 





	8.4.	UKHO
    reserves the right not to supply any Product Group(s) where payment in full has not been received from the Distributor by
    the required time, or where such supply would cause the Distributor to exceed any credit limit fixed by UK.HO from time to
    time and notified to the Distributor.
	 	 
	8.5.	If
    payment is not received by UKHO within the period specified at Clause 8.3 then UKHO shall be entitled to charge interest on
    any outstanding sums at the rate of 4% above Ban1c of England base rate from the date that the payment fell due until actual
    payment whether before or after judgement.







 


9.
METHODS OF PAYMENT


 





	9.1.	The
    preferred UKHO trading currency is sterling however, the Distributor may choose, subject to the agreement of UK.HO, to be
    invoiced and make payment in either US Dollars or Euros. Where this option is chosen it must remain in force for a minimum
    period of one year. Exchange rate rules will be notified on application.
	 	 
	9.2.	The
    preferred methods of payment are direct debit or electronic transfer. Alternatively cheques drawn on a UK clearing bank and
    credit cards (MasterCard and VISA but not charge cards such as American Express) are acceptable.
	 	 
	9.3.	Where
    charges are raised by the clearing banks prior to the funds reaching UKHO’s account, such charges are the responsibility
    of the Distributor who must ensure that any payment includes sufficient money to cover both the ban1c charges and to settle
    the account in full.
	 	 
	9.4.	This
    clause has been deleted.
	 	 
	9.5.	This
    clause has been deleted.
	 	 
	9.6.	UKHO
    Ban1c account details are:







 





	 	Lloyds-TSB
    Ban1c PLC 31 
	 	Fore
    Street	 
	 	Taunton
    	 
	 	Somerset
    	 
	 	TAI
    IHW	 
	 	United
    Kingdom	 
	 	 	 
	 	Sort
    code: 	30-98-45
	 	Account
    number: 	2428026
	 	Account
    name: 	The
    UK Hydrographic Office







 





	9.7.	Where
    payment is other than by direct debit or electronic transfer all payments and payment advice should be sent to:













 





	 	Address:	Sales
    Accounts
	 	 	UK
    Hydrographic Office 
	 	 	Admiralty
    Way
	 	 	Taunton
    
	 	 	Somerset
    
	 	 	TAI
    2DN
	 	 	United
    Kingdom







 


	 	Tel:
    	+44
    (0) 1823 337900 Extn 3285 or 4271
	 	Direct
    fax: 	+44
    (0) 1823 333837
	 	E-mail:	sales.accounts@ukho.gov.uk
	 	 	 
	 	Office
    hours:	08:30
    to 16:00 Monday to Friday excluding UK public holidays


 






    		Page 9 of 21 



     


    




 


10.
NON-ASSIGNMENT


 





	10.1.	This
    Agreement is personal to the Distnbutor and no part of it may be assigned, charged or otherwise dealt with unless UK.HO shall
    have agreed to this in writing beforehand, except as is otherwise provided for in this Agreement. UK.HO agreement shall not
    be unreasonably withheld.







 





11.
INTELLECTUAL PROPERTY


 





	11.1.	This
    Agreement shall not constitute an assignment of any copyright or of any design right, trade or service mark or of any other
    Intellectual Property right, which shall remain vested in the Crown.
	 	 
	11.2.	UK.HO
    grants the Distributor, subject to the terms of this Agreement, a non-exclusive non-transferable licence to reproduce the
    material defined in 11.3.l to 11.3.3 below for the period of this Agreement for the sole purpose of advertising or promoting
    the Product Group(s) that the Distributor is permitted to sell under this Agreement (referred to as “the Licence”).
	 	 
	11.3.	The
    material (referred to as “ the Material”) shall consist of:







 





	 	11.3.1.	all
    material published by UKHO and listed in the Admiralty Catalogue of Charts and Publications (NP 131) that the Distributor
    is permitted to sell under this Agreement;
	 	 	 
	 	11.3.2.	all
    material supplied to the Distributor by UKHO for the specific purpose of advertising and promotion; and
	 	 	 
	 	11.3.3.	trade
    marks relating to the Product Group(s) the Distributor is permitted to sell under this Agreement or relating to its
    status as a Distributor whether now in existence or yet to be devised (referred to as “the Trade Marks”).







 





	11.4.
    	The
    Distributor shall use all Trademarks only in the form stipulated from time to time by UK.HO and shall observe any reasonable
    directions given by UK.HO as to co lours and size of representations of the Trademarks and their manner and disposition in
    relation to the Product Group(s). The Distributor shall not use or reproduce the Trademark in any other way whatsoever without
    frrst seeking and obtaining the UK.HO written consent to any such use.
	 	 
	1l..5.	TheDistributor
    shall not use the Trademarks accompanied by other trademarks or words describing the Product Group(s) unless the Trademarks
    are sufficiently distinguished from the surrounding and adjacent text and UK.HO is clear ly identified as the proprietor of
    the Trade Marks and then only with the express written consent of UK.HO.
	 	 
	11.6.	The
    Distributor shall not adopt or use any trademark, symbol or device that in the sole opinion of UK.HO incorporates or is confusingly
    similar to, or is a simulation or colourable imitation of, the Trademarks, or unfairly competes with the Trademarks.
	 	 
	11.7.	The
    Distributor shall not at any time, whether during the term of this Agreement or after its termination apply anywhere in the
    world to register any trademarks identical to or in the sole opinion ofUKHO so nearly resembling the Trademarks as to be likely
    to deceive or cause confusion.
	 	 
	1l..8.	The
    Distributor shall not reproduce more than one (1) graphical or textual extract from each item of the Material and no more
    than four (4) such extracts in total within each advertisement or item of promotional material. Such extracts shall not exceed
    one (1) A4 page in size. The Distributor may reproduce more than four (4) graphic extracts if the. purpose is to produce a
    digital or online catalogue service advertising the Material for sale. Such extracts must be in raster format, not be geo-referenced
    and be at a lower resolution than twenty-one (21) dots per inch.
	 	 
	11.9.	The
    Distributor shall not without obtaining the prior written permission of UK.HO in the case of each item of the Material reproduce
    any photograph contained within the Material, except where it is included within the front cover design of a product. Permission,
    once granted and unless otherwise provided in any such grant, will allow the specified photograph to be included within the
    definition of “the Material” above and no further permission shall be required to reproduce it under the terms
    of this Licence.







 






    		Page 10 of 21 



     


    




 







	11.10.	The
    Distributor shall not place the Material or reproductions of the Material on a computer accessible to third parties whether
    via the Internet or otherwise except as follows:







 





	 	11.10.l.	all
    graphic images must be in a raster fonnat, not be geo-referenced, and be at a lower resolution than twenty-one (21) dots per
    inch or at a resolution that limits the depiction to a four (4) inch square at the same scale as the original;
	 	 	 
	 	11.10.2.	all
    textual extracts must be fewer than 250 words;
	 	 	 
	 	11.10.3.	no
    more than four (4) graphical or textual extracts may be reproduced from each class of product;







 





	11.11.	The
    Distributor shall ensure that no reproductions of the Material shall or are likely to mislead the public or be materially
    detrimental or inconsistent with the good name, goodwill, reputation and image ofUK.HO.
	 	 
	11.12.	The
    Distributor shall, on or before the first working day of January and July for each year of this Agreement, supply UK.HO with
    one copy of every reproduction made under this Licence during the preceding six (6) months. Copies should be addressed to
    “Copyright Section, UK Hydrographic Office, Admiralty Way, Taunton, Somerset, TAI 2DN, United Kingdom”.
	 	 
	11.3.	The
    Di,stributor shall place, either against each reproduction or within a general
    text easily visible to third parties, a notice that the reproductions are protected by Crown copyright or that the Trademarks
    are the property of UK.HO.
	 	 
	11.14.	The
    Di tributor shall ensure that no acknowledgement or reference to the Crown or the Controller of Her Majesty’s Stationery
    Office shall be printed in or in association with any form of advertisement or promotional material save as otherwise provided
    in this Agreement.
	 	 
	11.15.	The
    Distributor shall, at the expense of UK.HO, take all such steps as UKHO may reasonably require to assist UKHO in maintaining
    the validity and enforceability ofUK.HO’s Intellectual Property during the term of this Agreement.
	 	 
	11.16.	Without
    prejudice to the right of the Distributor or any third party to challenge the validity of any Intellectual Property of UK.HO,
    the Distributor shall not do or authorise any third party to do any act which would or might invalidate or be inconsistent
    with any Intellectual Property of UK.HO and shall not omit or authorise any third party to omit to do any act which, by its
    omission, would have that effect or character.
	 	 
	11.17.	The
    Distributor shall promptly and fully notify UK.HO of any actual. threatened or suspected infringement of any Intellectual
    Property of UKHO which comes to the Distnbutors notice, and of any claim by any third party so corning to its notice that
    the importation of the Product Groups, or their sale, infringes any rights of any other person, and the Distributor shall
    at the request and expense of UKHO do all such things as may be reasonably required to assist UKHO in taking or resisting
    any proceedings in relation to any such infringement or claim.







 


12.
CONFIDENTIALITY


 





	12.1.	The
    Distributor shall keep confidential any marketing or sales information which is supplied to him by UK.HO, and shall keep confidential
    the provisions of this Agreement except where such information is already in the public domain.
	 	 
	12.2.	The
    Distributor shall not use any marketing or sales information supplied to him by the UK.HO for any purpose other than the performance
    of the obligations under this Agreement







 






    		Page 11 of 21 



     


    




 





	12.3.	UKHO
    shall keep confidential any marketing, sales or financial infonnation which is supplied to it by the Distributor in confidence,
    except where such information is already in the public domain.







 


13.
TERMINATION


 





	13.
    l.	The
    Distributor may tenninate this Agreement at any time on giving UKHO six months’ prior written notice.
	 	 
	13.2.	UKHO
    may terminate this Agreement at any time by giving the Distributor six months prior written notice.
	 	 
	13.3.
    	UKHO
    may terminate this Agreement at any time if the Distributor or any Sub-Distributor
    or other contractor, employee or agent of the Distributor commits any act or
    default which in the sole opinion of UKHO constitutes a breach of any of the provisions of this Agreement and where required
    to do so by UKHO fails to remedy this breach within a reasonable period of time which shall be stipulated in the written notice
    given to the Distributor by UKHO. The right of UKHO to terminate this Agreement under this provision is without prejudice
    to any other right or remedy under this Agreement or the general law which may be available in respect of the breach.
	 	 
	13.4.
    	UKHO
    may terminate this Agreement immediately at any time by serving on the Distributor notice in writing to that effect in the
    event that one or more of the following events occurs;







 





	 	13.4.1
     	ifin
    the sole opinion ofUKHO any material change in the physical location of the business premises of the Distributor takes place
    without UKHO’s prior written consent. Such consent shall not be unreasonably withheld;
	 	 	 
	 	13.4.2.
    	if
    any material change takes place in the ownership or control of the Distnbutor without the prior written consent of UK.HO.
    Such consent shall not be unreasonably withheld;
	 	 	 
	 	13.4.3.
    	if
    the Distributor ceases or threatens to cease permanently to trade, or 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 its
    assets, or if an encumbrancer takes possession of any of the Distributors property or assets, or if the Distnbutor 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 may be descnbed in any other jurisdiction; or
	 	 	 
	 	13.4.4.	if
    the Distnbutor engages in any conduct which in the sole opinion of UK.HO is prejudicial
    to the interests or reputation ofUKHO or the marketing of the Product Group (s).







 








	13.5.	On
    termination the Distnbutor shall not be entitled to any compensation or other payment, and shall settle any outstanding invoices
    immediately. The Distnbutor shall cease to be entitled to claim or hold himself out to be an appointed Admiralty Distributor,
    must remove any signage to that effect, and must cease to use any trade and service marks and other Intellectual Property
    of UK.HO. The Distributor shall return or destroy (at UKHO’s direction) any Admiralty Distributor Handbook and all promotional
    materials or other Intellectual Property supplied by UK.HO and in the Distributors possession.
	 	 
	13.6.	On
    termination of this Agreement, UKHO shall have the right, but shall not be obliged, to repurchase from the Distributor, at
    the price originally paid by the Distributor, any stock of the Product Group(s)
    in the Distributors possession, provided that they are not tom, dirty, used,
    or otherwise damaged and Admiralty charts that have not been stamped with the name of the Distributor or any other stamp.
    The Distributor shall arrange and pay for the despatch, freight and insurance of this stock to the UKHO or to such place as
    the UKHO may specify. The Distributor will also be responsible for the cost of return to him of any returned stock which has
    been rejected by UK.HO and must not sell that stock for navigational purposes.
	 	 
	13.7.	On
    termination of this Agreement the Distributor shall make arrangements to ensure
    that its Customers who have purchased Digital Data/Services continue to be supplied with any necessary update disks. At its
    discretion and with the agreement of such Customers the Distributor may provide to UK.HO in writing full details of Customers
    who have purchased Digital Data/Services, and UK.HO may maintain the supply of digital update disks direct to the Distributors
    Customers until those Customers select a replacement supplier.







 






    		Page 12 of 21 



     


    

 





	13.8.	On
    termination of this Agreement, the Distributor shall have no claim against UK.HO for compensation for loss of distnbution
    rights, loss of goodwill or any similar loss, and save as otherwise provided herein, the parties’ obligations to each
    other shall cease.







 


14.
GENERAL


 





	14.1.	This
    Agreement constitutes the whole agreement between the parties and supersedes any prior agreement between them relating to
    the sale or distribution of the Product Group(s), and each party acknowledges that in entering into this Agreement, it does
    not do so on the basis of, nor does it rely on, any representation, warranty, or other provision except as expressly provided
    in this Agreement, and all conditions, warranties or other things implied by statute or common law are hereby excluded to
    the fullest extent permitted by law.
	 	 
	14.2.	The
    waiver of any rights arising from any breach of any term of this Agreement shall not be construed as a waiver of any rights
    arising from any subsequent breach of a term of the same or different nature.
	 	 
	14.3.	This
    Agreement shall not be taken to create any joint venture, partnership or other
    similar arrangement between the Parties. Nor is the Distributor authorised to act as the distributor of UK.HO except as is
    expressly provided for by this Agreement
	 	 
	14.4.	The
    Distributor is not and shall not hold itself out to any third party as being the agent or employee of UK.HO.
	 	 
	14.5.	Both
    Parties will be released from their respective obligations under this Agreement in the event that either Party is unable to
    perform its obligations due to any force majeure event, including but not limited to any Act of God; war or threat of war;
    act of terrorism; hostilities; riot; civil disturbance or emergency; national strike; fire; flood; explosion; accident; sabotage;
    insurrection; tempest; import or export regulations or embargoes; power failure
    or breakdown in machinery; strikes; lock-outs or other industrial actions or trade disputes; or acts, restrictions, regulations,
    bye-laws, prohibitions or measures of any kind on the part of any governmental,
    parliamentary or local authority, or any cause beyond that Party’s control.
    In such event, all monies due to UKHO shall be paid immediately, any Product Group($) in the Distributors possession shall
    be destroyed or returned to UK.HO as UK.HO shall direct, and the Distributor shall forthwith cease to carry on the business
    of or describe himself as an appointed Admiralty Distributor.
	 	 
	14.6.	Subject
    to the provision of90 days written notice UKHO shall have the right to amend this Agreement, to reflect inter alia technical
    changes in product range or method of supply. Where the change is of a significant nature,
    there will be a period of not less than 90 days prior to the start of the notice period to allow time for consultation
    between UKHO and the Distributor.
	 	 
	14.7.	Any
    amendments to this Agreement shall be serially numbered and issued in writing by the Commercial & Legal Branch of UKHO.
	 	 
	14.8.	Any
    reference in this Agreement to “writing” includes a reference to facsimile transmission or comparable means of
    communication.
	 	 
	14.9.	The
    headings in this Agreement are for convenience only and shall not affect its interpretation.
	 	 
	14.10.	If
    any provision of this Agreement is held by any court or other competent authority to be unenforceable in whole or in part,
    this Agreement shall continue to be valid as to the other provisions thereof and the remainder of the affected provision,
    as long as the parties’ intentions can still be met.







 






    		Page 13 of 21 



     


    

 





	14.11.	The
    validity, construction and performance of this Agreement shall be governed by the laws of England and any dispute that may
    arise out of or in connection with this Agreement, including its validity, construction and performance,
    shall be subject to the non-exclusive jurisdiction of the English Courts.
	 	 
	14.12.	The
    title to any consignment of the Product Group(s) shall not pass to the Distributor until UKHO has received payment in full
    of the price therefore.
	 	 
	14.13.	Risk
    of loss of or damage to any consignment of the Product Group(s) shall pass to the Distnbutor from the time of delivery to
    the carrier at UKHO’s premises. The Distributor shall be responsible for
    effecting his own insurance from the moment risk passes to him, regardless of whether the Product Group(s) are collected by
    himor delivered by UKHO or a third party carrier.
	 	 
	14.14.	UK.HO
    shall indemnify the Distributor against any direct claims, loss, demands, damages, costs and expenses incurred by the
    Distributor in respect of any direct claim or action for personal injury including death arising out of this agreement
    to the extent that any such injury, loss or damages is
    caused by the negligence of the UKHO.
	 	 
	14.15.	Any
    notice or other information required or authorised
    by this Agreement to be given by either party to the other may be given by hand or sent (by first class pre-paid post,
    cable, facsimile transmission or comparable means of communication) to the other party at his usual correspondence address.
	 	 
	14.16.	The
    Distributor agrees to indemnify UKHO forthwith on written demand for all claims, losses,
    costs and expenses howsoever caused or incurred arising out of a breach of the Distributors obligations under this
    Agreement.
	 	 
	14.17.	This
    clause has been deleted.







 


15.
THIRD PARTY RIGHTS


 





	15.1.	Nothing
    in this Agreement is intended to grant any rights to any person or body that is not a party to this Agreement,
    and the Parties hereby agree to exclude the provisions of the Contracts (Rights of Third Parties) Act 1999.







 


16.
FREEDOM TO CONTRACT


 





	16.1.	The
    Parties declare that they each have the right, power and authority and have taken all action necessary to execute and deliver,
    and to exercise their rights and perform their obligations under this Agreement.







 





AS
WITNESS the hands of the Parties hereto







 


 


 






    		Page 14 of 21 



     


    




 





APPENDIX
A


 


Locations
from which the Distributor shall operate for the supply of the Product Group(s) world wide


 


Ssanyong
Research No. 2 Lab Sinseong-Dong 100, Yuseong-Gu, Daejeon 305-804, Korea


 


APPENDIXB


 


Locations
to which UKHO shall supply the Product Group(s) without imposing the surcharge referred to in clause 7.2:


 





	I.
    	The
    Operating Location(s) listed in Appendix A
	 	 
	2.
    	The
    location(s) listed below:
	 	 
	 	None







 






    		Page 15 of 21 



     


    









 





SCHEDULE
1 - PRODUCT SPECIFIC REQUIREMENTS AND DUTIES







 





	In
addition to the obligations elsewhere in this Agreement the following requirements shall apply to those Product Groups in respect
of which the Distnbutor has been appointed as defined at Clause 2.1 of the Agreement



  





	A.
    	ADMIRALTY
    SOLAS PAPER PRODUCTS (ASP) ADDITIONAL DUTIES OF THE DISTRIBUTOR
	 	 	 	 
		Not
    applicable.	 
	 	 	 	 
	B.
    	ADMIRALTY
    SOLAS DIGITAL PRODUCTS (ASD) ADDITIONAL DUTIES OF THE DISTRIBUTOR
	 	 	 	 
	B.l.
    	GENERAL
    REQUIREMENTS FOR DISTRIBUTORS OF ASD
	 	 	 	 
	 	B.1.1.
    	The
    Distributor shall stock all the available types of ASD unless agreed otherwise in writing byUKHO.
	 	 	 	 
	 	B.1.2.
    	The
    Distributor shall engage a sufficient number of staff trained or experienced in the use and operation of ASD to a standard
    acceptable to UKHO and must:
	 	 	 	 
	 	 	B.1.2.1.
    	be
    conversant with product information, service levels and maritime regulations
    relevant to ASD.
	 	 	 	 
	 	 	B.1.2.2.
    	Where
    the use of third party display equipment and/or software is required the Distributor shall display a knowledge of the different
    equipment types and preferably have a link to at least one equipment/software supplier to enable promotion of the UKHO product
    in an end user system;
	 	 	 	 
	 	 	B.1.2.3.
    	be
    able clearly to demonstrate all UKHO digital products and explain the main features and benefits of each and have a functioning
    e-mail address and internet access;
	 	 	 	 
	 	 	B.1.2.4.
    	provide
    appropriate computer hardware to install, run and demonstrate all ASDs;
	 	 	 	 
	 	 	B.1.2.5.
    	proactively
    inform their Customer base of the available digital products and services and of their benefits/features and promote the use
    of official data as determined by the International Maritime Organization or the International Hydrographic Organization for
    SOLAS users where suitable data is available;
	 	 	 	 
	 	 	B.1.2.6.
    	follow
    the ordering process set out in the requirements for specific products as set out at B2 below and as supplemented by the Admiralty
    Distributor Handbook;
	 	 	 	 
	 	 	B.1.2.7.
    	maintain
    appropriate stock levels of ASD to satisfy Customer demand
	 	 	 	 
	 	 	B.1.2.8.
    	retain
    sufficient Customer records to ensure that subsequent transactions and renewals can be dealt with efficiently and to be able
    to provide sales information to UKHO as required; and
	 	 	 	 
	 	 	B.1.2.9.
    	be
    familiar with the content of the Distributor product handbooks and be able to provide frrst line support to the end user.







 






    		Page 16 of 21 



     


    




 


B.2.
REQUIREMENTS FOR SPECIFIC PRODUCTS


 


	The
                            Distributor
                            shall
                            ensure that
                            each
                            sale
                            and
                            Customer licensing
                            of
                            ASD is undertaken in accordan.ce
                            with the particular requirements
                            of each Product type as follows and as supplemented by the Distributor
                            Product Handbooks.











 





	 	B.2.1.
    	ADMIRALTY
    RASTER CHART SERVICE (ARCS)
	 	 	 	 
		 	The
    Distnbutor shall:
	 	 	 	 
	 	 	B.2.1.1.	 sell
    licences appropriate to the Customer’s requirements and in the case of each
    sale of an ARCS product provide UKHO promptly by fax, e-mail or similar means, on the appropriate order form with a list of
    the charts required by the Customer together with other information requested on the order form which must include details
    of the equipment upon which the Customer will run the ARCS product, the user permit number of the Customer and the Personal
    Identification Number (PIN) of the Customer (which may be obtained from the supplier of the equipment upon which the Customer
    will run the ARCS product); and when invoicing Customers for ARCS products purchased the Distributor shall ensure that invoices
    are itemised so as to show clearly the type of ARCS product purchased;
	 	 	 	 
	 	 	B.2.1.2.
    	UKHO’s
    Automatic Order Entry (AOE) is UKHO’s preferred means of receiving orders and the Distributor
    shall use this means where the software has been supplied;
	 	 	 	 
	 	 	B.2.1.3.
    	check
    any licence disc the Distributor creates for viruses using an up to date virus checker prior to sealing the disc and despatch;
	 	 	 	 
	 	 	B.2.1.4.
    	assemble
    the Customer’s ARCS pack as indicated in the Admiralty Distributors Handbook;
	 	 	 	 
	 	 	B.2.1.5.
    	provide
    the appropriate level of service to the Customer through provision to Navigator Customers of weekly update CDs along with
    copies of re-issued CDs and any required permit discs;
	 	 	 	 
	 	 	B.2.1.6.
    	retain
    a copy of Customer permits & licence details to allow support of further Customer requirements;
	 	 	 	 
	 	 	B.2.1.7.
    	provide
    the Navigator Customer with a reminder 6 weeks prior to licence expiry;
	 	 	 	 
	 	 	B.2.1.8.
    	agree
    with UKHO conditions under which free licences for Navigator trials can be offered; and.
	 	 	 	 
	 	 	B.2.1.9.
    	agree
    with UKHO the number and content of Navigator Demonstration Licences to be supplied.
	 	 	 	 
	 	B.2.2.
    	TOTAL
    TIDE
	 	 	 	 
		 	The
    Distributor shall:
	 	 	 	 
	 	 	B.2.2.1.
    	sell
    licences for TotalTide using the appropriate Distributor Licensing Software in accordance with the guidelines supplied by
    the UKHO and when invoicing Customers for TotalTide products purchased;
	 	 	 	 
	 	 	B.2.2.2.
    	ensure
    that invoices are itemised so as to show clearly the items purchased;







 






    		Page 17 of 21 



     


    




 





	 	B.2.2.3.
    	check
    any permit key floppy disc the Distributor creates for viruses using an up to date virus checker prior to despatch;
	 	 	 
	 	B.2.2.4.
    	retain
    a copy of Customer permits & Licence details including which Area Data Sets bought to allow support of further Customer
    requirements;
	 	 	 
	 	B.2.2.5.
    	provide
    the Customer with a reminder 6 weeks prior to the availability of the annually updated TotalTide Area Data Sets.







 


B.2.3.
DIGITAL LIST OF LIGHTS








 





		 	The
    Distributor shall:
	 	 	 	 
	 	 	B.2.3.1.
    	sell
    licences for the Digital List of Lights and Fog Signals using the appropriate Distributor Licensing Software in accordance
    with the guidelines supplied by the UKHO and when invoicing Customers for Digital List of Lights products purchased the Distributor
    shall ensure that invoices are itemised so as to show clearly the items purchased;
	 	 	 	 
	 	 	B.2.3.2.
    	provide
    the appropriate level of service to the Customer through provision to Customers of weekly update CDs;
	 	 	 	 
	 	 	B.2.3.3.
    	check
    any permit key floppy disc the Distributor creates for viruses using an up to date virus checker prior to despatch;
	 	 	 	 
	 	 	B.2.3.4.
    	retain
    a copy of Customer permits & Licence details including which volumes they have bought to allow support of further Customer
    requirements;
	 	 	 	 
	 	 	B.2.3.5.
    	provide
    the Customer with a reminder 6 weeks prior to licence expiry;







 


B.2.4.
ELECTRONIC NAVIGATIONAL CHARTS


 





		 	The
    Distributor shall:
	 	 	 	 
	 	 	B.2.4.1.
    	Be
    familiar with the contents of the Admiralty ENC Service User Guide and the relevant section of the Admiralty Distributor Handbook.
	 	 	 	 
	 	 	B.2.4.2.
    	Promote
    the Admiralty ENC Service to its Customers using the promotional material provided.
	 	 	 	 
	 	 	B.2.4.3.
    	Assist
    the Customer to select the ENC coverage that he requires with due regard to the legal status of ENCs and the availability
    of other Admiralty products.
	 	 	 	 
	 	 	B.2.4.4.
    	Submit
    orders for ENCs to the UKHO via e-mail using the tools and processes set out in the Admiralty Distributor Handbook. The Distributor
    is to ensure that all necessary information with regard to Customer details and the make of ECDIS equipment fitted to the
    vessel is included on the order form.
	 	 	 	 
	 	 	B.2.4.5.
    	Where
    goods have been incorrectly ordered credit will only be given in exceptional
    circumstances where mitigating circumstances exist. Each case shall be considered on its individual merits and UKHO’s
    decision shall be final and conclusive. However if credit is agreed then the credit shall be given at the original price paid
    by the Distributor and UKHO may at its sole discretion make a charge in respect of the administrative costs incurred. In the
    event that the Distributor incorrectly orders ENCs and provides these to the Customer, UKHO shall have the right to charge
    its costs in supplying these goods to the Distributor.







 






    		Page 18 of 21 



     


    

 





	 	 	B.2.4.6.
    	Ensure
    that the Customer is familiar with, and accepts for himself and the authorised end user, the terms and conditions of the end
    user licence prior to placing the order.
	 	 	 	 
	 	 	B.2.4.7.
    	Assemble
    an ENC Service Customer Start-Up pack for each new Customer of the service. This shall contain the elements set out in the
    Distributor Handbook.
	 	 	 	 
	 	 	B.2.4.8.
    	Ensure
    that any Distnbutor PC used to handle licence/permit files received or sent by
    the Distributor is checked for computer viruses using an up to date virus checker on a regular basis. If licence discs are
    created by the Distributor these shall be checked for computer viruses using an up to date virus checker prior to sealing
    and despatch to the Customer.
	 	 	 	 
	 	 	B.2.4.9.
    	Unless
    a lesser frequency is requested by the Customer on a weekly basis provide to Customers of the service, ENC update CDs and,
    as required, re-issues of the ENC base CDs and new ENC licence/permit discs.
	 	 	 	 
	 	 	B.2.4.10.
    	Maintain
    adequate levels of stock of items needed to create Customer Start-Up packs and to meet weekly service requirements according
    to predicted needs of existing and new business.
	 	 	 	 
	 	 	B.2.4.1
    I.	Maintain
    records of Customer ENC licence and chart holdings. This is best achieved by keeping an electronic copy of Customers’
    permits and licence details.
	 	 	 	 
	 	 	B.2.4.12.
    	Keep
    Customers advised, on a regular basis, of the latest coverage of available ENCs
    relevant to their business.
	 	 	 	 
	 	 	B.2.4.13.
    	Encourage
    renewal of licences by issuing reminders to Subscribers well in advance of licence expiry. Where renewed licence files have
    to be sent to vessels on physical media, the lead time must be sufficient to ensure uninterrupted use of the service.
	 	 	 	 
	 	 	B.2.4.14.
    	Provide
    first line assistance to Customers of the service in event of queries about or problems with the service.
    Where such queries or problems can not be readily resolved or where they relate to the contents of the ENCs within
    the service the distributor is to inform the UKHO Helpdesk.
	 	 	 	 
	 	 	B.2.4.15.
    	Provide
    feedback to UKHO on the performance of the Service on a regular basis
	 	 	 	 
	 	 	B.2.4.16.
    	Agree
    with UKHO conditions under which free licences for ENC trials can be offered.
	 	 	 	 
	 	 	B.2.4.17.
    	Agree
    with UKHO the number and content of ENC Demonstration Licences to be supplied.







 





	C.
    	PRODUCTS
    THAT ARE NOT PRODUCED BY UKHO (NonAP&D}
	 	 
	C.l
    	LIST
    OF NON-UKHO PRODUCTS
	 	 
	• 	BP
    Shipping Marine Distance Tables







 






    		Page 19 of 21 



     


    










 


C.2
DUTIES OF UKHO


 





	 	C.2.1.	Quality
    and Currency of Products
	 	 	 	 
	 	 	C.2.1.1.	Clause
    6.1 of this Agreement does not apply to those products listed at Schedule 1, C.l above. The manufacturer bas the sole responsibility
    to maintain the quality and currency of its products.
	 	 	 	 
	 	C.2.2.	Liability	 
	 	 	 	 
	 	 	C.2.2.1.	In
    respect of those products listed at Schedule 1, C.1 above, nothing in this Agreement is intended to exclude or limit liability
    for death or personal injury arising from negligence, nor for any liability that cannot by law be excluded or limited.
	 	 	 	 
	 	 	C.2.2.2.	Subject
    to Schedule 1, C.2.2.1 above, the total and aggregate liability, in respect of those products listed at Schedule 1, C.1 above,
    of UKHO under or in connection with this Agreement, whether in contract, tort (including negligence), breach of statutory
    duty or otherwise, shall be limited to the amount paid by the Distributor in respect of the price paid per individual product.
	 	 	 	 
	 	C.2.3.
    	Training	 
	 	 	 	 
	 	 	C.2.3.1.
    	Clause
    6.6 of this Agreement does not apply to those products listed at Schedule 1, C.l above.
	 	 	 	 
	 	C.2.4.
    	Availability	 
	 	 	 	 
	 	 	C.2.4.1.
    	Clause
    6.8 of this Agreement does not apply to the products listed at Schedule 1, C.1 above.







 


C3
INTELLECTUAL PROPERTY


 





	 	C.3.1.	Clauses
    11.1 to 11.17 do not apply to those products listed at Schedule 1, C.1 above. The licence conditions shall be
    as stipulated by the manufacturer. UKHO shall notify the Distnoutor of such conditions from time to time as it is notified
    by the manufacturer.







 






    		Page 20 of 21 



     


    

 





SCHEDULE
2 - INDIVIDUAL DISTRIBUTOR PERFORMANCE REQUIREMENTS &
ASSOCIATED INFORMATION







 


1.
PERFORMANCE REQUIREMENTS


 





	1.1.
    	None
    specified except as follows at clause 1.2.
	 	 
	1.2.
    	SPECIFIC
    PERFORMANCE REQUIREMENTS FOR THE ARCS SKIPPER PRODUCT
	 	 
	 	Where
    the Distributor has applied for, and UKHO has approved, the higher level of discount available for ARCS Skipper (specified
    at clause 2.3), the Distributor shall meet the criteria specified at clauses 1.2.1 to 1.2.5. UKHO will regularly carry out
    checks to ensure that the Distributor continues to meet the criteria.
	 	 
	1.2.1.
    	The
    Distributor must have at least five Sub Distributors which are not Distributors of ASD in their own right and which are able
    to sell ARCS.
	 	 
	1.2.2.
    	At
    least 20% of the Distributor’s sales of ARCS Skipper must be made through the Sub Distributors specified at 1.2.1.
	 	 
	1.2.3.
    	The
    Distributor shall devote at least one page of its web-site to the ARCS Skipper
    product and ARCS Charts.
	 	 
	1.2.4.
    	Each
    year the Distributor must distribute at least 100 of the UKHO produced ARCS Skipper brochures to its Customers and/or prospective
    Customers.
	 	 
	1.2.5.
    	In
    addition to the reports specified at clause 3.7 of this Agreement, the Distnbutor
    shall provide UKHO with a written statement each January of total sales of ARCS
    Skipper in the preceding calendar year and the quantity of those. sales made through the Sub Distnbutors specified at clause
    1.2.1.







 


2.
DISTRIBUTOR SPECIFIC METRICS


 





	2.1.	The
    prices payable by the Distributor shall, subject to the provisions of Clause 7 of this Agreement, be those stated in UKHO’s
    Recommended Retail Price List in force at the date the Distributors order is
    received by UKHO less a discount of35%.
	 	 
	2.2.	The
    Distributor may not order or have outstanding and unpaid orders totalling more than the credit limit as separately advised
    and revised from time to time. In
    the event this limit is exceeded UKHO reserves the right to decline to make any further supply until the Distributors account
    is settled in full. UKHO reserves the right to alter this limit by written notice.
	 	 
	2.3.	Notwithstanding
    clause 2.1 of this Schedule 2, where the Distributor bas been approved by UKHO as meeting the criteria at clauses 1.2.1 to
    1.2.5, the prices payable by the Distributor for ARCS Skipper shall, subject to
    clause 7 of this Agreement, be those stated in UKHO’s Recommended Retail
    Price List in force at the date the Distributor’
    s order is received by UKHO less
    a discount of 40%.







 






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