1. ACCEPTANCE AND SCOPE
1.1. These Terms and Conditions of Sale (“Sale Terms”) exclusively govern all subscription and professional service contracts entered into by the Customer with HSO Marine (collectively, “HSO,” “HSO Marine,” “we,” or “the Provider”).
1.2. By issuing a purchase order, accepting a quote, or paying an invoice, the Customer unreservedly accepts these Sale Terms, as well as the documents incorporated by reference: General Terms and Conditions, Privacy Policy, Refund Policy, and other applicable policies.
1.3. Any special terms proposed by the Customer shall only be valid if accepted in writing by an authorized representative of HSO Marine.
2. CONTRACT FORMATION AND SUBSCRIPTION
2.1. The contract is concluded when HSO Marine sends the Customer an electronic order confirmation or, failing that, upon the effective commencement of service provision.
2.2. The Customer agrees to the selected subscription plan, the corresponding monthly or annual fee, and automatic renewal as stipulated in that plan.
2.3. Subscriptions are billed in advance and are not conditional upon actual use of the Platform, except for unavailability attributable to HSO Marine under the SLA.
3. PRICES, BILLING, AND PAYMENT
3.1. All prices are stated in U.S. dollars (USD) unless otherwise agreed, and do not include applicable taxes (Mississippi/Florida sales tax, VAT, GST, etc.), which will be charged to the Customer.
3.2. Invoices are payable within 15 business days of their issue date.
3.3. Payments shall be made via the methods authorized by HSO Marine (credit card, wire transfer, or direct debit). The Customer is responsible for keeping payment information up to date.
3.4. Late payment shall automatically accrue daily interest at a rate of 0.05% per day (equivalent to 1.5% per month or 18% per annum) on the outstanding balance, plus a flat $25 USD late payment fee. Interest shall be calculated on a daily basis from the due date until full payment.
4. CONSEQUENCES OF NON-PAYMENT
4.1. After 10 calendar days from the due date without receipt of payment, HSO Marine may suspend access to the Platform upon 5 business days’ prior notice.
4.2. If non-payment persists for more than 30 days, HSO Marine may terminate the contract, initiate judicial or extrajudicial collection actions, and report the delinquency to relevant credit agencies, charging the Customer for all recovery costs, including attorneys’ fees.
5. TAXES AND WITHHOLDING
5.1. The Customer is solely responsible for settling any sales, use, value-added, or similar taxes levied on the contracted services, as well as for making any tax withholdings required in its jurisdiction.
5.2. If the Customer is required to withhold taxes, it shall pay an additional amount (gross-up) so that HSO Marine receives the agreed net price, and provide official withholding certificates.
6. SERVICE PROVISION AND LIMITATIONS
6.1. HSO Marine undertakes to provide the services in accordance with the specifications of the contracted plan and the current SLA, using commercially reasonable efforts.
6.2. HSO Marine does not guarantee the achievement of specific operational or business results from the use of the Platform.
6.3. HSO Marine may modify functionalities or subscription plans by notifying the Customer 30 days in advance, while respecting the agreed economic terms until the end of the current billing period.
7. LIMITATION OF LIABILITY
7.1. Under no circumstances shall HSO Marine be liable for indirect damages, lost profits, data loss, or substitute goods costs.
7.2. HSO Marine’s total aggregate liability for any claim arising from these Sale Terms shall not exceed the fees paid by the Customer in the three (3) months immediately preceding the event giving rise to the claim.
7.3. The above limitations are an essential element of the agreement and shall apply even if the limited remedy fails of its essential purpose.
8. CLAIMS AND DISPUTES
8.1. To be admissible, any Customer claim must be notified in writing to legal@huronsmithoil.com within 10 business days of the event giving rise to it, setting forth in detail the facts and supporting documentation.
8.2. Both parties undertake to attempt to resolve the dispute in good faith through direct negotiation for a period of 30 days before resorting to litigation.
8.3. The Customer shall continue to pay undisputed amounts during the resolution process.
9. GOVERNING LAW AND JURISDICTION
9.1. These Sale Terms shall be governed by the laws of the State of Mississippi, USA, excluding its conflict-of-laws rules and the United Nations Convention on Contracts for the International Sale of Goods.
9.2. For any litigation, the parties submit to the exclusive jurisdiction of the competent federal or state courts in Panola County, Mississippi.
10. GENERAL PROVISIONS
10.1. The Customer may not assign its rights or obligations without HSO Marine’s prior written consent.
10.2. If any provision is held invalid, the others shall remain in full force and the affected provision shall be reinterpreted to reflect as closely as possible the original intent.
10.3. These Sale Terms, together with the incorporated documents, constitute the entire agreement between the parties.
11. CONTACT
- Billing and payments: customerservice@huronsmithoil.com
- Legal matters: legal@huronsmithoil.com
- General support: contact@hsomarine.com
- Postal address: HSO Marine, 204 Hays St, Batesville, MS 38606 / 66 West Flagler St, Suite 900, Miami, FL 33130.