1. Application of Terms
1.1 These Website Terms and Conditions (the "Terms") govern the relationship between you and Baltic Exchange Information Services Ltd (the "Exchange") with regard to your use of the information and services (the "Services") provided on this website ("balticexchange.com").
1.2 These Terms incorporate:
- (a) the General Conditions contained in Part A of these Terms;
- (b) the Subscriber Terms contained in Part B of these Terms;
- (c) the Member Terms contained in Part C of the these Terms;
- (d) the Privacy Statement contained in Part D of these Terms; and
- (e) the Ethics and Market Practices contained in Part E of these Terms.
1.3 Members of the Exchange are bound by the Baltic Code at all times under the terms of their membership of the Exchange. The Baltic Code can be accessed on balticexchange.com. Any user including members of the Exchange ("Members"), Principals and Representatives of Member companies and other users of balticexchange.com who, in the sole opinion of the directors of the Exchange, fails to conform to the Ethics and Market Practices section of the Baltic Code, as set out in Part E of these Terms, may have their access terminated without notice.
1.4 By accessing any part of balticexchange.com or using any of the Services, you signify your consent to the Terms. The Exchange reserves the right to change the Terms from time to time and accordingly you should, on each occasion of use, check the Terms before accessing balticexchange.com or using any of the Services.
2. User Obligations
2.1 IMPORTANT: In consideration of being granted access to and use of the Services, you agree to:
- (a) provide true, accurate and complete information about yourself (the "User Data") as required by the Exchange's registration process and thereafter to ensure that the User Data is promptly maintained and updated so that it remains at all times true, accurate and complete. If the Exchange has reasonable grounds to suspect that any of the User Data is untrue, inaccurate or incomplete in any respect, the Exchange shall have the right to suspend or terminate your access to balticexchange.com and use of the Services;
- (b) maintain the confidentiality of any password and account details provided by the Exchange and accept that the password may only be used by the user personally or such other persons as may have been approved by the Exchange in writing. In addition, you accept that you will have sole responsibility for all statements, acts and omissions which are made under your password and undertake to notify the Exchange immediately upon becoming aware of any un-authorised use or possession of your password or any other breach of security;
3. The Exchange's rights and obligations
3.1 The Exchange shall be entitled, without prior notice to you, to suspend and/or terminate your access to balticexchange.com and the Services if it has reasonable grounds to suspect that you have breached any of the representations, warranties and undertakings given in paragraph 2.1 above.
3.2 The Exchange reserves the right to modify, suspend or discontinue (permanently or temporarily) balticexchange.com and the Services (or any part of them) at any time without prior notice to you. The Exchange shall have no liability for any modification, suspension or discontinuance of the Service or for any failure to notify you in advance of the same.
4.1 You agree to indemnify the Exchange against any liabilities, claims, damages, losses and proceedings incurred by the Exchange as a result of any breach by you of the warranties representations and undertakings given in paragraph 2.1 above.
4.2 You agree to co-operate with the Exchange and to comply with its reasonable instructions to limit or minimise any liability the Exchange may incur as a result of any breach of the warranties, representations and undertakings given in paragraph 2.1 above.
5. Intellectual Property Rights
5.1 You acknowledge and accept that all of the copyright, database rights and any other intellectual property rights which subsist in the design, layout, processes, functions, data and content of balticexchange.com and the Services are the property of the Exchange, its information providers, advertisers and other licensors. No part of balticexchange.com, the Services, their content or any of their underlying software and databases may be copied or reproduced (except for your personal use), shared with third parties, reverse engineered, reverse assembled, or used to create any derivative work (whether in physical or electronic form) without the prior written consent of the Exchange.
5.2 The Exchange grants you a personal, non-exclusive, non-transferable licence under the Exchange's intellectual property rights to access balticexchange.com and use the Services in accordance with these Terms. The licence granted in this clause will continue in force for the duration of your subscription, subject to prior termination in accordance with clauses 3.2 and 3.3.
5.3 You hereby acknowledge and accept that information and materials provided by third party organisations, Members, Subscribers and other users which may be uploaded, posted or transmitted on balticexchange.com ("Third Party Materials") may be confidential or the subject of third party intellectual property rights. Where you have actual notice of such rights or reasonable grounds for believing that they exist, you agree to observe and respect all such rights. You agree not to use any Third Party Materials for any purposes other than those for which they were provided and will notify the Exchange immediately if you become aware, or have reason to believe that the intellectual property rights of the Exchange or any user of the balticexchange.com are being infringed or that a breach of confidence is being committed.
6. Limitations of Liability
6.1 Links to third party websites or resources ("External Sites") may be included on balticexchange.com by the Exchange or third parties. The Exchange has no control over External Sites and does not pre-screen or systematically monitor their contents.
The Exchange does not in any way endorse the contents, information, products or services available on External Sites and accepts no liability or responsibility for any loss, damage, cost or expense incurred by you as a result of your use of or reliance on any of the contents, products or services available on any External Site.
6.2 balticexchange.com contains information provided by Lloyd's Register Fairplay of Shipping ("LRF"). You accept that this information is made available to the User on the basis that LRF shall have no responsibility or liability in negligence or otherwise in respect of any inaccuracy in or omission from the ship characteristics or ownership data supplied by LRF as reproduced in balticexchange.com. Without derogating from the generality of the foregoing, LRF shall not be liable for any indirect or consequential loss caused by or arising from any inaccuracy in or omission from such data.
6.3 IMPORTANT: You hereby acknowledge and accept that the Exchange does not pre-screen or systematically monitor Third Party Materials and accepts no responsibility to do so. You accept that the Exchange makes available all Third Party Materials to you on an "as is" basis. No warranties or representations whatever are given by the Exchange with regard to the accuracy, integrity, completeness, quality or fitness for purpose of such information and materials. You accept that any use, transmission or reliance on Third Party Materials will be entirely at your own risk and the Exchange will accept no liability for any damage, loss, cost or expense incurred by you as a result of any such use, transmission or reliance on such Third Party Materials.
6.4 The Exchange warrants and undertakes to the user that:
- (a) it has the right and authority to enter into this Agreement;
- (b) it will, in providing the Services and operating balticexchange.com, exercise the skill and care which may be expected of a provider of such services; and
- (c) the use by you of the Services and the information and materials included in the Services (other than the Third Party Materials) in accordance with these Terms will not infringe the intellectual property rights of any third parties.
6.5 Except as expressly stated in paragraph 6.4, the Exchange makes no other warranty or representation in relation balticexchange.com and/or the Services. In particular, the Exchange makes no warranty or representation that:
- (a) balticexchange.com and/or the Services will meet your requirements; or
- (b) balticexchange.com and/or the Services will be uninterrupted or free of errors, bugs and viruses.
6.6 The Exchange shall not be liable to you whether in contract (including under any indemnity or warranty whether under clause 6.4 or otherwise), in tort (including negligence), under statute or otherwise for any of the following:
- (a) loss of profit;
- (b) loss of revenue;
- (c) loss of anticipated savings;
- (d) loss or corruption of data;
- (e) loss of contract or opportunity;
- (f) loss of goodwill; or
- (g) indirect or consequential loss of whatever nature including (without limit) any loss of a type described in (a) to (f) above which could be regarded as indirect or consequential and whether or not reasonably foreseeable, reasonably contemplatable, or actually contemplated by the parties at the time of execution of this Agreement.
6.7 In the event that the Exchange shall be liable to you (or any person claiming through you) in contract (including under any indemnity or warranty), in tort (including negligence), under statute or otherwise, the Exchange's total liability to you and your company together shall be limited to the amount of the subscription or membership fee paid for access to the Services or £5000, whichever is the greater.
6.8 Without prejudice to your rights to terminate this Agreement, your sole remedy at law, in equity or otherwise in respect of any claim against the Exchange shall be limited to damages.
6.9 Any action or claim against the Exchange must be brought within 18 months after the cause of action arises.
6.10 These Terms set out the entire liability of the Exchange to you in connection with the operation of balticexchange.com and the provision of the Services. However, nothing in this Agreement shall exclude or limit the liability of either party for:
- (a) death or personal injury resulting from the negligence of that party or its directors, officers, employees, contractors or agents; or
- (b) fraud or any statements made fraudulently by that party or its directors, officers, employees, contractors or agents.
6.11 Both you and the Exchange agree that, given the nature of the Services, the consideration paid to the Exchange and the availability of insurance cover to you, the limitations on liability contained in this clause 6 are reasonable in all the circumstances.
8.1 If any provision or part thereof of these Terms shall be held to be illegal, invalid or unenforceable, in whole or in part, under any enactment or rule of law, such provision or part thereof shall to that extent be deemed not to form part of this Agreement and the legality, validity and enforceability of the remainder of this Agreement shall not be affected.
8.2 No third party shall have any rights to bring a claim under the Contracts (Rights of Third Parties) Act 1999 in respect of these Terms.
8.3 These Terms are subject to English law and any claim brought in relation to them or otherwise connected to balticexchange.com and the Services shall be subject to the exclusive jurisdiction of the English Courts.