Terms and Conditions
1.1 “we or us” means Brentree Enterprises Ltd. (registered company number 602017), providing the relevant services through our website www.shipshealth.com
1.2 “you”, “means the party who visits and/or uses this website
2. a reference to the “website” means Terms:
2.1 “we or us” means Brentree Enterprises Ltd.
2.2 “you”, “means the party who visits and/or uses this website
2.3 a reference to the “website” means www.shipshealth.com
These Terms will apply to any contract between you and us for the use of our Site by you (“Contract”). Please read these Terms carefully and make sure that you understand them, before using our site. Please note that before using our site, you will be asked to agree to these Terms. If you refuse to accept these Terms, you will not be able to use our site.
You should print a copy of these Terms or save them to your computer for future reference.
We may amend these Terms from time to time without any notice to you. Every time you wish to use our site please check these Terms to ensure you understand the terms which will apply at that time.
These Terms, and any Contract between us, are only in the English language.
1.1 Definitions. In these Terms, the following definitions apply:
Business Day: a day (other than a Saturday, Sunday or public holiday) when banks in Ireland are open for business.
Contract: the contract between us for the use of our Site in accordance with these Terms.
Event Outside Our Control: any act or event beyond our reasonable control, including without limitation strikes, lock-outs or other industrial action by third parties including our suppliers, civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war, fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster, or failure of public or private telecommunications networks or impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport.
Terms: the terms and conditions set out in this document and all referenced links on our site used by you, as amended from time to time.
1.2 Construction. In these Terms, the following rules apply:
(a) A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
(b) A reference to a party includes its personal representatives, successors or permitted assigns.
(c) A reference to a statute or statutory provision is a reference to such statute or provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted.
(d) Any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.
(e) A reference to writing or written includes faxes and emails.
2. Information about us
We operate the website www.shipshealth.com. We are Brentree Enterprises Ltd., a private Limited company registered in the Commercial Register of the Companies Register Office of Ireland under identification number 602017 and with our registered office and main trading address at Harbour View Court, Shore Road, Killybegs, Co. Donegal.
3. How the Contract is formed between you and us
3.1 You will not be able to access the services we provide from our site unless you have registered on our site as a shipshealth.com member. The sign up / log in section page on our site will guide you on how to do this, and sets out the conditions you must satisfy in order to register.
3.2 Our site will guide you through the steps you need to take, to place an order through our site. You, the user, are responsible for ensuring that the terms of your order, any specification (where relevant) and any details you submit are complete and accurate. We hold no responsibility or liability for any incorrectly placed orders. Your order constitutes an offer by you to order the relevant pharmaceutical medications necessary for your ship in accordance with these Terms and the monthly subscription.
4. Basis of Contract
4.1 If you are entering into the Contract on behalf of a business, you confirm that you have the requisite authority to bind any business on whose behalf you use our site to purchase Products from us.
4.2 These Terms apply to the Contract to the exclusion of any other terms that you may seek to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
4.3 The Contract constitutes the entire agreement between the parties. You acknowledge that you have not relied on any statement, promise, representation, assurance or warranty (whether made innocently or negligently) made or given by us or on our behalf (whether written or oral) which is not set out in these Terms or any document expressly referred to in them.
4.4 You and we agree that neither of us shall have any claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Contract.
5. Our Services
5.1 The shipshealth.com website will facilitate members in the supplying of relevant medications required by law onboard their ship’s, depending on the category of vessel.
5.2 Any images on our site are for illustrative purposes only.
6. Use of our site
6.2 How we use your personal information.
6.3 Customers must only use the website in a lawful manner that is consistent with these Terms & Conditions. No Customer may provide access to the shipshealth.com platform or services to any third party, without the express written consent of Brentree Enterprises Ltd.
6.4 Further, you shall indemnify us against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other reasonable professional costs and expenses) suffered or incurred by us in connection with any claim made against us for actual or alleged infringement of a third party’s rights arising out of or in connection with your use of the Website. This clause 6.4 shall survive termination of the Contract.
7.1 The provision of pharmaceutical medications will be made available to members only through our website www.shipshealth.com.
7.2 In addition to the shipshealth.com platform, our Site, or a portion thereof, may also be made available via third party websites. If you have accessed the shipshealth.com platform, or any portion thereof, via a website operated, managed, maintained or controlled by a third party, your use of such website may be subject to terms and conditions imposed by such third party. Brentree Enterprises Ltd. is not responsible or liable for any terms, conditions, policies, acts or omissions of any such third parties.
8. Content/ Use
8.1 Brentree Enterprises Ltd. is in no way responsible for any Customer or Third-Party Professional content that is delivered or stored on the shipshealth.com site or system.
8.2 The member must ensure that at all times the information obtained or stored by them is in line with all legal and statutory requirements, together with these terms and conditions. The transmission, storage, or distribution of content that is in violation of any applicable domestic or foreign law or regulation is strictly prohibited.
8.3 The member is at all stages liable for their own information and advice, to include the safety and protection of same, together with the legality of its content.
9. Disclaimer of Warranty
9.1 The use of the shipshealth.com website is at the member’s sole discretion and risk.
9.2 To the fullest extent of the law, Brentree Enterprises Ltd. DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, OF ANY KIND, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, BEING FIT FOR USE, INFRINGMENT OF THIRD PARTY RIGHTS, SECURITY OF INFORMATION HELD, OR ACCURACY OF INFORMATION PROVIDED.
10. Additional Disclaimers
10.1 In the event of a dispute pertaining to any transaction conducted via the Website, the Member hereby RELIEVES and REMOVES and INDEMNIFIES Brentree Enterprises Ltd. from all manner of actions, claims or demands and from any and all losses (direct, indirect, incidental or consequential), damages, costs or expenses, including, without limitation, legal and court costs pertaining to the said dispute.
11.1 All content included in or made available through the website, such as text, graphics, logos, button icons, images, audio clips, digital downloads, and data compilations is the property of Brentree Enterprises Ltd. or its content suppliers and protected under international copyright law. The unauthorised use of Copyrighted material from the website is strictly prohibited.
12.1 In addition, graphics, logos, page headers, button icons, scripts, and service names included in or made available through the website are trademarks of Brentree Enterprises Ltd. Trademarks may not be used without the expressed written authority of us. The unauthorised use of the Brentree Enterprises Ltd. trademarks is strictly prohibited.
13. Price and payment
13.1 You shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law).
13.2 Brentree Enterprises Ltd. does not provide the payment solution on the shipshealth.com platform. This payment solution is provided by Stripe and as such is solely governed by the terms and conditions of Stripe. It is of the utmost importance that you read and fully understands the terms and conditions of usage of the Stripe system including but not limited to: pre-authorisation of payments prior to registering on this site. By agreeing to register on this site, it is understood that you fully accept the terms and conditions implemented by Stripe which are outside the control of Brentree Enterprises Ltd.
13.3 Brentree Enterprises Ltd. reserves the right to amend pricing of subscription packages at any time and notification of price changes will be made on the platform one month in advance of any pending change to pricing.
14. Termination and suspension
14.1 Without prejudice to any other rights or remedies which the parties may have, Brentree enterprises Ltd. may terminate this Agreement without liability to the member immediately on giving written notice to the member if:
(a) The Member fails to pay any amount due under this Agreement on the due date for payment and remains in default not less than 5 days after being notified in writing to make such payment;
(b) The Member commits a material breach of any of the material terms of this Agreement and such breach (if capable of remedy) is not remedied within 5 days of that party being notified in writing of the breach;
14.2 If you become subject to any of the events listed in clause 14.3, we may terminate the Contract with immediate effect by giving you written notice.
14.3 For the purposes of clause 14.2 the relevant events are:
(a) you suspend, or threaten to suspend, payment of your debts, or are unable to pay your debts as they fall due or admit inability to pay your debts, or (being a company or limited liability partnership) shall enter into liquidation whether compulsory or voluntary (save only a voluntary liquidation for the purpose of reconstruction or amalgamation) or a Receiver is appointed, or (being an individual) are deemed either unable to pay your debts or as having no reasonable prospect of so doing, or (being a partnership) have any partner to whom any of the foregoing apply;
(b) you commence negotiations with all or any class of your creditors with a view to rescheduling any of your debts, or make a proposal for or enter into any compromise or arrangement with your creditors other than (where you are a company) where these events take place for the sole purpose of a scheme for a solvent amalgamation of that company with one or more other companies or the solvent reconstruction of the company in question;
(c) (being a company) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the company, other than for the sole purpose of a scheme for a solvent amalgamation of that company with one or more other companies or the solvent reconstruction of the company in question;
(d) (being a company) an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the company;
(e) (being a company) the holder of a qualifying floating charge over the company’s assets has become entitled to appoint or has appointed an administrative receiver;
(f) a person becomes entitled to appoint a receiver over your assets or a receiver is appointed over your assets;
(g) (being an individual) you are the subject of a bankruptcy petition or order;
(h) a creditor or encumbrancer attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of your assets and such attachment or process is not discharged within 14 days;
(i) any event occurs, or proceeding is taken, with respect to you in any jurisdiction to which you are subject that has an effect equivalent or similar to any of the events mentioned.
(j) you suspend, threaten to suspend, cease or threaten to cease to carry on all or a substantial part of your business;
(k) your financial position deteriorates to such an extent that in our reasonable opinion your capability to adequately fulfil your obligations under the Contract has been placed in jeopardy; or
(l) (being an individual) you die or, by reason of illness or incapacity (whether mental or physical), are incapable of managing your own affairs or become a patient under any mental health legislation.
(m) To protect the safety of the public or any person, or to prevent or stop activity we may consider to be, or to pose a risk of being, illegal, fraudulent, unethical or legally actionable activity.
14.4 Without limiting our other rights or remedies, we may suspend provision of the service under the Contract or any other contract between us and you if you become subject to any of the events listed in clause 14.2 to clause 14.3 or we reasonably believe that you are about to become subject to any of them, or if you fail to pay any amount due under this Contract on the due date for payment.
14.5 Termination of the Contract, however arising, shall not affect any of the parties’ rights, remedies, obligations and liabilities that have accrued as at termination.
14.6 Clauses which expressly or by implication survive termination of the Contract shall continue in full force and effect.
15. Event Outside our Control
We shall not be liable for any failure or delay in performing our obligations under the Contract to the extent that such failure or delay is caused by an Event Outside Our Control.
16.1 Assignment and other dealings.
(a) We may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of our rights or obligations under the Contract.
(b) You may not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of your rights or obligations under the Contract without our prior written consent.
(a) Any notice or other communication given to a party under or in connection with the Contract shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, sent by pre-paid airmail post, commercial courier, fax or email.
(b) A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to, if sent by pre-paid airmail post, at 9.00 am on the fifth Business Day after posting; if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed; or, if sent by fax or email, one Business Day after transmission.
(c) The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
(a) If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.
(b) If any provision or part-provision of this Contract is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.
16.4 Waiver. A waiver of any right or remedy under the Contract or law is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. No failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
16.5 Third party rights. A person who is not a party to the Contract shall not have any rights to enforce its terms.
16.6 Variation. Except as set out in these Terms, no variation of the Contract, including the introduction of any additional terms and conditions, shall be effected by you unless it is in writing and signed by us. We retain the right to amend these Terms and Conditions.
16.7 Governing law. The Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with the law of Ireland.
16.8 Jurisdiction. Each party irrevocably agrees that the courts of Ireland shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Contract or its subject matter or formation (including non-contractual disputes or claims).