Glossary

Terms

Definition

Baltic

The Baltic Exchange Limited and its affiliates, including BEISL

BEISL

Baltic Exchange Information Services Limited

Baltic Data

As defined in the Terms

Channel Partner

A company that partners with The Baltic Exchange to market or sell Baltic Data under a restricted Data Licence and includes the media and companies supplying information and analytics. A Channel Partner can also be a company that references Baltic Data in its products, such as Risk Management, Accounting and Pre or Post Trade systems

Channel Partner Licence

A licence to use Baltic Data on the terms set out in Clause 2.3.1

Headline Data

As defined in the Terms

Level 1 Licence

A licence to use Headline Data on the terms set out in Clause 2.1.1

Level 2 Licence

A licence to use Baltic Data on the terms set out in Clause 2.1.2

Member

As defined in the Terms

Member Subscriber

A Subscriber who is also a Member

Panellist Licence

A licence to use Baltic Data in the Panellist Segments on the terms set out in Clause 2.2.1

Panellist Segment/s

As defined in Clause 2.1.1(i)

Relevant Data

As defined in the Terms

Settlement Licence

A licence to use Baltic Data for the settlement of physical or non-cleared financial contracts on the terms set out in Clause 2.1.3

Subscriber

As defined in the Terms

Terms

The Baltic Exchange Terms and Conditions, as posted on the Website from time to time

Website

The website of the Baltic, being located at balticexchange.com or such other URL as used by the Baltic from time to time

  1. 1. Baltic Data
    1. 1.1 This Policy sets out the terms under which Baltic Data is provided.
    2. 1.2 Baltic Member Subscribers and Non-member Subscribers have access to a range of indices and other market data produced by the Baltic. Baltic Data is compiled by the Baltic using assessments supplied by Baltic Panellist Brokers (“Panellist”) and other market information.
    3. 1.3 Any and all Intellectual property rights (“IPR”) in and to the Baltic Data are the property of BEISL. This Agreement does not constitute an assignment of any copyright or any other IPR whatsoever in respect of Baltic Data but constitutes only a limited, non-transferable, non-sublicensable and non-exclusive licence to use, store and process Baltic Data and to redistribute it ONLY to the extent specifically permitted under the terms of the level of your subscription (e.g. Level 1 or Level 2). The licence granted shall continue in force for the duration of your continued subscription subject to prior termination in accordance with Clause 3.1 of the Terms, or Clause 1.5 of this Policy.
    4. 1.4 In the event that you enter into any definitive agreement with the Baltic for the grant of any license to Baltic Data, the terms of such agreement shall be read in conjunction with this Policy and this Policy shall form a part of such agreement. The terms of the definitive agreement shall prevail in the event of any conflict between the terms of the definitive agreement and this Policy
    5. 1.5 Any license or permission to use Baltic Data which has been granted by the Baltic is subject to your continued compliance with (i) this Policy, (ii) the Terms, (iii) any definitive agreement entered into with the Baltic, (iv) any and all applicable law, and (v) the directions of the Baltic with respect to use of such Baltic Data, and the Baltic reserves the right to terminate your license or permission to use Baltic Data with immediate effect in the event of a breach of any of the foregoing.
    6. 1.6 To the fullest extent permitted by law, the Baltic:
      1. 1.6.1 expressly excludes any guarantee, warranty, condition, term, representation or undertaking of any kind, express or implied, statutory or otherwise, relating to the Baltic Data or any other data supplied or services provided under or in connection with this Policy or the Terms, including the condition, satisfactory quality, performance, merchantability or fitness for purpose of the Baltic Data at any time;
      2. 1.6.2 makes no guarantee, warranty, representation or undertaking, express or implied, as to the originality, accuracy, correctness, timeliness or completeness of any of the values stated in the Baltic Data;
      3. 1.6.3 does not guarantee the uninterrupted or un-delayed calculation or dissemination of the Baltic Data and shall not be liable to the Subscriber for any loss or expense howsoever incurred as a result of any interruption to the supply of Baltic Data;
      4. 1.6.4 makes no guarantee, warranty, representation or undertaking, express or implied, as to results obtained or to be obtained by any person from the use of the Baltic Data;
      5. 1.6.5 makes no guarantee, warranty, representation or undertaking, express or implied, that the Baltic Data accurately reflects past, present, or future market performance.
    7. 1.7 The Baltic shall not be responsible or liable for any indirect, special, market, trading, economic or consequential loss, damage, cost or expense of any kind whatsoever and howsoever caused, whether arising under contract, tort (including negligence) or otherwise, including market losses, trading losses or loss of profit incurred by or in connection with the Baltic Data. The total liability of the Baltic to any Subscriber under or in relation to this Policy or the Baltic Data, whether in contract, tort (including negligence) or any other cause of action, shall be limited to the equivalent of twelve (12) months fees payable by the Subscriber to the Baltic.
  2. 2. Types of Licences and Rights
    1. 2.1 Licences to Baltic Data can be obtained from the Baltic, or from the Baltic’s Panellists or Channel Partners. The licences which can be granted by each entity, and their respective rights and conditions, are set out below.
    2. 2.2 The Baltic
      1. 2.2.1 Level 1 Licence – Restricted Baltic Data Licence
      2. (i) A Subscriber who is granted a Level 1 Licence shall be entitled to the following:
        1. (a) access to Headline Data at the time of publication; and
        2. (b) rights to use Headline Data in the internal day-to-day business of the Subscriber
      3. (ii) In addition to the above, a Member Subscriber who is granted a Level 1 Licence enjoys the following:
        1. (a) rights to pass on Headline Data to clients after 1700 hours London time on the date of publication, on the condition that a copyright notice is included on behalf of BEISL (wording can be obtained from the Baltic); and provided that such Member Subscriber is responsible for ensuring that its client to which Baltic Data is passed onto is aware that they may only store and use the Baltic Data to the extent specifically permitted and may NOT copy or re-distribute the Baltic Data in any form; and
        2. (b)rights to display Headline Data on their intranet and a password protected area of their company website subject to, first having obtained written permission from the Baltic.
      4. (iii) A Level 1 Licence does NOT grant rights to, and a Subscriber who is granted a Level 1 Licence shall NOT:
        1. (a) pass Baltic Data on to any third parties (other than a Member Subscriber’s right under Clause 2.1.1(ii)(a) above), including, but not limited to, news agencies, journalists, publications and research organisations;
        2. (b) display Baltic Data on any intranet or public website (other than a Member Subscriber’s right under Clause 2.1.1(ii)(b) above);
        3. (c) use or permit their clients to use Baltic Data to create derived data, including pricing data or other information that would be created in whole or in part from Baltic Data, including for the purposes of creation of any financial product or service which seeks to track or match the values or performance of all or any substantial part of Baltic Data or for the purposes of creation, operation, clearing or settlement of any indices;
        4. (d) use or permit their clients to use, Baltic Data to calculate financial settlement prices for physical or uncleared derivative freight contracts.
      5. 2.2.2 Level 2 Licence – Full Baltic Data Licence
      6. (i) A Subscriber who is granted a Level 2 Licence shall be entitled to the following:
        1. (a) access to all Baltic Data (including Headline Data) at the time of publication;
        2. (b) rights to use Baltic Data in the internal day-to-day business of the Subscriber;
        3. (c) rights to use, first having obtained written permission from the Baltic, in their day to day business with its clients, data derived from Baltic Data such as market reports, analysis and charts and display the data derived from Baltic Data so long as the underlying Baltic Data is not visible or available to their clients, and provided that such data derived from Baltic Data attributes the source as “Baltic Exchange”.
      7. (ii) In addition to the above, a Member Subscriber who is granted a Level 2 Licence enjoys the following:
        1. (a) rights to pass on Headline Data ONLY to its clients on the same terms as set out in Clause 2.1.1(ii)(a) above, and provided always that the Member Subscriber is responsible for ensuring that its client to which Baltic Data is passed onto holds a Level 2 Licence also; and
        2. (b) rights to display Baltic Data on their intranet and only Headline Data on a password protected area of their company website subject to, first having obtained written permission from the Baltic.
      8. (iii) A Level 2 Licence does NOT grant rights to, and a Subscriber who is granted a Level 2 Licence shall NOT:
        1. (a) pass Baltic Data or Headline Data onto any other third parties (other than a Member Subscriber’s right under Clause 2.1.2(ii)(a) above), including, but not limited to, news agencies, journalists, publications and research organisations;
        2. (b) display Baltic Data on any intranet or public website (other than a Member Subscriber’s right under Clause 2.1.2(ii)(b) above);
        3. (c) other than the narrow purpose of Clause 2.1.2(i)(c), use or permit their clients to use Baltic Data to create derived data, including pricing data or other information that would be created in whole or in part from Baltic Data, including for the purposes of creation of any financial product or service which seeks to track or match the values or performance of all or any substantial part of Baltic Data or for the purposes of creation, operation, clearing or settlement of any indices;
        4. (d) use or permit their clients to use, Baltic Data to calculate financial settlement prices for physical or uncleared derivative freight contracts.
      9. 2.2.3 Settlement Licence - Baltic Data Financial and Physical Settlement Licence
      10. (i) A Settlement Licence can be obtained from:
        1. (a) a Panellist (nominated as the broker of the contract to be settled); or
        2. (b)the Baltic.
      11. (ii) A Subscriber who obtains a Settlement Licence from the Baltic must first subscribe to and maintain a Level 2 Licence, and all other requirements imposed by the Baltic from time to time. The Settlement Licence shall automatically terminate upon termination of such Level 2 Licence.
      12. (iii) A Subscriber who is granted a Settlement Licence shall be entitled to the following:
        1. (a) rights to use Baltic Data to calculate financial settlement prices for physical or non-cleared derivative freight contracts, provided always that all counterparties have a Settlement Licence for the entire duration of the relevant contract requiring financial or physical settlement (except where a Panellist Broker has been nominated (see Clause 2.2.1 below);
        2. (b) the above right includes, but is not limited to, the following contracts: Time and Voyage Charterparties, Contracts of Affreightment and FFA agreements that are not given up for clearing.
      13. (iv) For the avoidance of doubt, Baltic Data for financial settlement of physical and financial contracts can also be supplied by a Panellist (see Clause 2.2.1 below).
      14. (v) Subscribers must ensure that a clause substantially similar to the following is incorporated into the contract confirming both parties have valid access to a Baltic Data Settlement License for the term of the contract:

        “Clause xx Baltic Data Settlement Licence

        Owners and Charterers warrant that, for the currency of this Charter Party, they each have a Baltic Data Settlement Licence or written permission from a Baltic Panellist to use Baltic Data supplied in whole or part by the Panellist, to calculate price settlement.”
    3. 2.3 Panellists
      1. 2.3.1 Panellist Licence – Panellist Distribution Rights Licence
      2. (i) A Panellist can supply its clients with Baltic Data for the segment(s) for which the Panellist supplies Relevant Data to the Baltic (“Panellist Segment/s”). The segments are; Dry Bulk, Tankers, Gas, SnP, Demolition and FFA.
      3. (ii) On the day of publication, Baltic Data can only be provided by a Panellist three hours after publication or at five pm, whichever is the sooner.
      4. (iii) A client of a Panellist receiving Baltic Data from the Panellist under this Clause 2.2.1 shall be entitled to the following:
        1. (a) rights to use such Baltic Data in the internal day-to-day business of the client; and
        2. (b) rights to use Baltic Data to calculate financial settlement prices for physical and uncleared derivative freight contracts. Having received written permission of the panellist to do so.
      5. (iv) Any client of a Panellist receiving Baltic Data from the Panellist shall NOT, and the Panellist shall ensure that such client does NOT: following:
        1. (a) copy or re-distribute the Baltic Data supplied to them in any form;
        2. (b) pass Baltic Data onto any other third parties, including, but not limited to, news agencies, journalists, publications and research organisations;
        3. (c) display Baltic Data on any intranet or public website;
        4. (d) use Baltic Data to create derived data, including pricing data or other information that would be created in whole or in part from Baltic Data, including for the purposes of creation of any financial product or service which seeks to track or match the values or performance of all or any substantial part of Baltic Data or for the purposes of creation, operation, clearing or settlement of any indices
    4. 2.4 Channel Partners
      1. 2.4.1 Channel Partner Licence
      2. (i) Baltic Data supplied by a Channel Partner is subject to the Channel Partner’s terms and conditions, and may only be used in ways permitted by such terms and conditions, and in accordance with the Baltic’s grant of rights to the Channel Partner. Any right to use Baltic Data supplied by a Channel Partner shall automatically terminate upon the termination of such Channel Partner’s licence.
      3. (ii)Any person receiving Baltic Data from a Channel Partner shall NOT, and the Channel Partner shall ensure that such person does NOT:
        1. (a) copy or re-distribute the Baltic Data supplied to them in any form;
        2. (b) pass Baltic Data onto any other third parties, including, but not limited to, news agencies, journalists, publications and research organisations;
        3. (c) display Baltic Data on any intranet or public website;
        4. (d)use Baltic Data to create derived data, including pricing data or other information that would be created in whole or in part from Baltic Data, including for the purposes of creation of any financial product or service which seeks to track or match the values or performance of all or any substantial part of Baltic Data or for the purposes of creation, operation, clearing or settlement of any indices.
        5. (e) use Baltic Data to calculate financial settlement prices for physical or uncleared derivative freight contracts.
  3. 3. Audit Rights
    1. 3.1 An independent auditor nominated by the Baltic, shall have the right, upon seven days’ written notice, to carry out an audit of your records and any of your systems used in connection with or relating to Baltic Data in order to verify that your use of Baltic Data is in accordance with the terms of this Policy, including if you do not subscribe to the Baltic for Baltic Data but may receive it regularly or occasionally from another source, and you agree to permit an independent auditor nominated by the Baltic, to have access to your premises, records and systems to the extent necessary to carry out such audit.
    2. 3.2 In exercising its audit rights under this clause, the Baltic shall have regard to observing your reasonable security arrangements.