“Annual Fee”

means the annual subscription fee set out in the Application for the Specification Services and Schedule 4 provided by the Scheme Administrator during a Subscription Period, or such fee as otherwise notified by the Scheme Administrator to the OEM in accordance with clause 7.4 and which is payable by the OEM in accordance with clause 7.

“Application”

means a fully completed online application form (or form in an alternative format as specified by the Scheme Administrator from time to time) submitted by the OEM to become a Scheme Participant, including all additional and/or supplementary information as may be requested by the Scheme Administrator in order to provide the Application Services;

“Application Fee”

means the fee set out in the Application for the Application Services provided by the Scheme Administrator and Schedule 3, or such fee as otherwise notified by the Scheme Administrator to the OEM in accordance with clause 7.4 and which is payable by the OEM in accordance with clause 7 .

“Application Services”

means the assessment by the Scheme Administrator of an Application by an OEM to become a Scheme Participant.

"Business Day"

means any day other than a Saturday or Sunday or public holiday in England;

“Cell / Data Permit”

means a file containing the dataset encryption key, created specifically for a particular User;

“Cell Key”

means key used to produce encrypted ENC and datasets, and required to decrypt the encrypted ENC or dataset information;

“Commencement Date”

means the date the OEM submits its Application to become a Scheme Participant to the Scheme Administrator in accordance with clause 3.1(a).

"Confidential Information"

means the Proprietary Information and all other confidential information or data in any form or medium;

"Control"

has the meaning given to it by Section 1124 of the Corporation Tax Act 2010;

"Data Protection Legislation"

means all applicable data protection and privacy legislation in force from time to time in the UK and the EU including:

1. Regulation (EU) 2016/679 of the European Parliament and of the Council;
2. the UK GDPR (as defined in section 3(10) and  supplemented by section 205(4) of the Data Protection Act 2018);
3. the Data Protection Act 2018; and
4. the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended;

“Data Protection Schemes”

means the set of tools, procedures and definitions to encrypt/decrypt and digitally sign/authenticate signatures to ENC and datasets, in accordance with and as defined under the IHO S-63 and/or the IHO S-100 product standards and specifications;

“Data Server”

means an organisation producing encrypted ENCs and datasets for use in an ECDIS;

“ECDIS”

means electronic chart display system, being a type of approved navigation system utilising ENCs compliant with IMO ECDIS Performance Standards and IEC 61174;

“ENC”

means electronic navigational chart, the navigational base layer of the ENDS, as this is defined by the ENC product specification in IHO S-57 data transfer format or S-101, is the ENC.;

“ENDS”

means electronic navigational data service, which is a special-purpose database compiled from nautical chart and nautical publication data, standardized as to content, structure and format, issued for use with an ECDIS by or on the authority of a government, authorized hydrographic office or other relevant government institution, and conforming to the Scheme Administrator’s standards; and, which is designed to meet the requirement of marine navigation and the nautical charts and nautical publications carriage requirements in SOLAS regulations V/19 and V/27. The navigational base layer of ENDS is the ENC.

“EPS

means the ENC or dataset processing system, being an application or set of applications developed or used by the OEM to process and operate on protected datasets to display the chart information;

“Feature Catalogue”

means machine readable catalogue of features in any S-100 based product specifications;

“Hardware ID”

means as defined in clause 1.1(a);

“Intellectual Property Rights”

means patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world;

“Legacy Arrangements”

has the meaning given to it in clause 17.2(a);

“Legacy Arrangements Termination Date”

means the earlier of: i) the date on which the Scheme Administrator receives the OEM’s signed copy of the Legacy Arrangements Termination Letter; ii) the date falling 30 days after the date of the Legacy Arrangements Termination Letter; and iii) the Commencement Date;

“Legacy Arrangements Termination Letter”

means the letter from the Scheme Administrator to the OEM terminating the Legacy Arrangements;

“M_ID”

means the manufacturer identity provided by the Scheme Administrator to the Scheme Participant;

“M_Key”

means the manufacturer key provided by the Scheme Administrator to the Scheme Participant enabling the Scheme Participant to create a User Permit;

“OEM”

is the legal entity named in the Application, incorporated and registered in the country set out in the Application, with the company number set out in the Application, whose registered office and principal place of business (if different) is as set out in the Application.

“OEM Customer”

means a customer of the OEM;

“Portrayal Catalogue”

means Machine readable catalogue of symbols, lines styles, patterns etc in any S-100 based product specifications;

“Proprietary Information”

means the M_ID and the M­_KEY;

“Quarterly Review Months”

means January, April, July and October of each year;

“Scheme Administrator”

means International Hydrographic Organization, an intergovernmental organisation headquartered in the Principality of Monaco, whose principal place of business is at 4b quai Antoine 1er, B.P. 445, MC 98011 MONACO CEDEX.

“SENC”

means System ENC, being the conversion of the S-57 data into the S-57 proprietary format, and is a database in the OEM’s internal ECDIS format resulting from the lossless transformation of the entire ENC contents and its updates, accessible by an ECDIS for the display generation and other navigational functions.

“Services”

means the Application Services and/or the Specification Services.

“S-62 Producer Codes”

means the list of codes issued to hydrographic data producers and other governmental bodies and institutions;

“S-100 IHO S-52 Presentation Library”

means [IHO TO INSERT DRAFTING];

“Scheme Participant”

means the OEM’s status as a participant of the Data Protection Schemes is approved following notification by the Scheme Administrator in accordance with clause 3.4(b) that the OEM’s Application has been successful;

“Specification Services”

means the provision by the Scheme Administrator to the OEM of the following:

• Proprietary Information;
• Test Dataset (S-64; S-164);
• S-52 Presentation Library;
• Catalogues (Portrayal Catalogue and Feature Catalogue);

“Subscription Period”

means the twelve month period commencing on the Subscription Period Start Date; and following the first such subscription period, each subsequent twelve month period commencing on the anniversary of the Subscription Period Start Date; 

“Subscription Period Start Date”

has the meaning given to it in clause 3.4(b);

“System Database”

means a database, in the OEM's internal ECDIS format, resulting from the lossless transformation of the ENDS contents and its updates. It is this database that is accessed by ECDIS for the display generation and other navigational functions, and is equivalent to up-to-date ENDS.

“User”

means the person(s) who purchases protected ENC or datasets or operates the EPS, excluding personnel employed or hired by the OEM to service the EPS; and

“User Permit”

means the encrypted form of Hardware ID under the Data Protection Schemes.