The Baltic Exchange Limited and its affiliates, including BEISL
Baltic Exchange Information Services Limited
Data compiled by BEISL using assessments of freight rates and other market information supplied by panellist brokers and includes all BEISL indices, route assessments, timecharter averages, sale & purchase assessments, demolition assessments, forward assessments, option assessments, the information contained in the daily fixture list & market reports, and any other freight market information compiled by BEISL
The composite indices and reports produced by BEISL, including the following, but not including the timecharter averages
A member of the Baltic, whether an individual or a body corporate, which/who has been elected a member in accordance with the Rules (as defined below).
The Baltic’s mobile application, as made available by the Baltic from time to time
Any assessments (including route assessments, sale and purchase assessments, demolition assessments and forward assessments) contributed by a panellist broker to BEISL
A subscriber to Baltic Data, whether an individual or a body corporate, and whether or not a Member
Any person accessing the Website or the Mobile App, whether or not a Member or a Subscriber
The website of the Baltic, being located at balticexchange.com or such other URL as used by the Baltic from time to time
Part A - General Conditions
1. Application of Terms
1.1 These Baltic Exchange Terms and Conditions, including as amended in accordance with clause 1.8 ("Terms") constitute the agreement (“Agreement”) between you, whether as a Member or a Subscriber with access to the Member’s section of the Website or Mobile App or as a User who is accessing the Website or the Mobile App, and the Baltic.
1.2 Capitalised terms not otherwise defined in these Terms have the meaning given in the Rules of the Baltic (“Rules”).
1.3 For the avoidance of doubt, when used in these Terms, the words “we” and “us” refer to the Baltic and the words “you” and “yours” refer to the Member, Subscriber or User, as appropriate. We and you are each a party (Party), and together, the parties (Parties), to the Agreement./li>
1.4 Users are considered to be acting on their own account and on behalf of their employer company and are bound at all times by the Baltic Data Policy, available on the Website. In addition to these Terms, Members are bound at all times by the Rules and the Baltic Code. The Rules and Baltic Code are available on request from the Baltic.
1.5 In addition to these Terms, Members are also expected to observe the provisions of the Ethics and Market Practice section of the Baltic Code which is reproduced in Part B of these Terms.
1.6 Members and Subscribers who, in the sole opinion of the Baltic Exchange Council or the Baltic Membership Council acting on behalf of the Baltic Exchange Council, fail to abide by these Terms, including, where applicable, by the Rules, the Baltic Code and the Baltic Data Policy, shall have their access to the services provided by the Baltic, including the provision of Baltic Data by any means, whether electronic or otherwise, access to Baltic Data and to other information and services provided on our Website or Mobile App (“Services”) terminated without notice.
1.7 Members and Subscribers may be required or may have been required to agree to the Terms in writing (e.g. by signing a declaration during the process of applying to become a Member or Subscriber) but, in any case, all Users accessing any part of our Website or Mobile App signify agreement with and consent to the Terms.
1.8 The Baltic reserves the right to change the Terms, Rules, Baltic Code and Baltic Data Policy from time to time and, accordingly, you should, on each occasion of use, check the Terms when accessing the Website or the Mobile App.
2. Obligations for Users of our Website and Mobile App
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.
(a) provide true, accurate and complete information about yourself ("User Data") as required by the Baltic'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 Baltic has reasonable grounds to suspect that any of the User Data is untrue, inaccurate or incomplete in any respect, the Baltic shall have the right to suspend or terminate your access to and use of our Website and/or Mobile App;
(b) not misuse our Website or Mobile App, including by knowingly introducing viruses, trojans, worms, logic bombs or other material that is malicious or technologically harmful, or otherwise using our Website or Mobile App for anything illegal. You must not engage in any web scraping or attempt to gain unauthorised access to our Website or Mobile App, the server on which our Website is stored or any server, computer or database connected to our Website or Mobile App. You must not attack our Website or Mobile App via a denial-of-service attack or a distributed denial-of service attack. By breaching this provision, you would commit a criminal offence under the Computer Misuse Act 1990. We will report any such breach to the relevant law enforcement authorities and we will co-operate with those authorities by disclosing your identity to them.
(c) not link (including, but not limited to, hyperlink, in-line link or deep-link) (hereinafter collectively referred to as “Link”), mirror or frame our Website or Mobile App or any part thereof to any other web page, website, server or otherwise. Except with our prior written permission no trademark, trade name, service mark, product name or logo may be used as a Link or to mark any Link to our Website or Mobile App or any part thereof or any other web page or website. Notwithstanding anything to the contrary in these Conditions, the Baltic reserves all rights to terminate any Link from any website to our Website or Mobile App for any reason. Upon our instructions, you must disable, remove and terminate any Link from any web page or website, or any mirroring or framing of our Website or Mobile App or any part thereof immediately
2.2 The Member’s section of our Website and Mobile App may only be accessed and used by Members and Subscribers through a user I.D. and password which is unique to each individual. If you are not a Member or Subscriber, you shall not access or attempt to access such Member’s section.
2.3 If you are a Member or Subscriber who has been assigned a user I.D. and password, you shall be responsible for keeping such user I.D. and password confidential, secret and secure. You must not disclose it, or allow it to be disclosed, to any person. Any corporate Member or Subscriber which is an employer of an individual Member or Subscriber shall be jointly and severally responsible for ensuring that the individual Member/Subscriber complies with the foregoing. The Member/Subscriber (including the corporate Member/Subscriber employing such Member/Subscriber, if applicable) shall be responsible and liable for any unauthorized use or access of the Member’s section of our Website or Mobile App using such Member/Subscriber’s user I.D. and password, and shall indemnify the Baltic against any liabilities, claims, damages, losses, proceedings and costs suffered by the Baltic as a result of such unauthorized access.
3. The Baltic's rights and obligations in respect of Users of our Website and Mobile App
3.1 The Baltic shall be entitled, without prior notice to you, to suspend and/or terminate your access to and use of the Website and/or Mobile App if it has reasonable grounds to suspect that you have breached any of the representations, warranties and undertakings given in clause 2 above.
3.2 The Baltic reserves the right to modify, suspend or discontinue (permanently or temporarily) the Website and/or Mobile App and the Services (or any part of them) at any time without prior notice to you. The Baltic shall have no liability for any modification, suspension or discontinuance of the Website or Mobile App or for any failure to notify you in advance of the same
4.1 You agree to indemnify the Baltic against any liabilities, claims, damages, losses and proceedings incurred by the Baltic as a result of any breach by you of the representations, warranties and undertakings given in clause 2 above.
4.2 You agree to co-operate with the Baltic and to comply with its reasonable instructions to limit or minimise any liability the Baltic may incur as a result of any breach of the representations, warranties and undertakings given in clause 2 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 our Website and Mobile App and the Services are the property of the Baltic, its information providers, advertisers and other licensors. No part of the Website, the Mobile App, 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 Baltic except to the extent specifically permitted under the terms of the level of your subscription for Baltic Data as set out in the Baltic Data Policy.
5.2 The Baltic grants you a personal, non-exclusive, non-transferable, non-sublicensable licence under the Baltic’s intellectual property rights to access the Website and Mobile App and use the Services in accordance with these Terms. The licence granted in this clause will continue in force for the duration of your continued subscription, subject to prior termination in accordance with clause 3.1 above.
5.3For the avoidance of doubt, Members and Subscribers may not use Baltic’s intellectual property rights except as expressly permitted under these Terms.
5.4 You hereby acknowledge and accept that information and materials provided by third party organisations, Members, Subscribers which may be uploaded, posted or transmitted on the Website or Mobile App ("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 Baltic immediately if you become aware, or have reason to believe that the intellectual property rights of the Baltic or any user of the Website or Mobile App 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 the Website or Mobile App by the Baltic or third parties. You hereby acknowledge that the Baltic has no control over External Sites and does not pre-screen or systematically monitor their contents.
6.2 The Baltic 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 or reliance on any of the contents, products or services available on any External Site.
6.3The Website and Mobile App contain and use data provided by third parties (Third Party Providers), including the Ningbo Shipping Exchange, Bunkerworld, XE.com and Cory Brothers Shipping. You accept that this data is used by the Baltic and made available to Users on the basis that neither the Baltic nor Third Party Providers shall have responsibility or liability in negligence or otherwise in respect of any inaccuracy in, or omission from, such information and, neither the Baltic nor Third Party Providers shall be liable for any indirect or consequential loss caused by or arising from any inaccuracy in or omission from such data.
6.4 You hereby acknowledge and accept that the Baltic does not pre-screen or systematically monitor data provided by Third Party Providers and accepts no responsibility to do so. You accept that the Baltic makes available such data to you on an "as is" basis. No warranties or representations whatever are given by the Baltic 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 such data will be entirely at your own risk and the Baltic 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 data.
6.5 The Baltic warrants and undertakes that:
(a) It has the right and authority to enter into this Agreement;
(b) It will, in providing the Services and operating the Website and Mobile App, 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 in accordance with these Terms will not infringe the intellectual property rights of any third parties.
6.6 Except as expressly stated in clause 6.5, the Baltic makes no other warranty or representation in relation to the Website, the Mobile App and/or the Services. In particular, the Baltic makes no warranty or representation that:
(a) the Website, the Mobile App and/or the Services will meet your requirements; or
(b) the Website, the Mobile App and/or the Services will be uninterrupted or free of errors, bugs and viruses
6.7 The Baltic shall not be liable to you whether in contract (including under any indemnity or warranty whether under clause 6.5 above 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;r
(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 Baltic or by you at the time of entering into this Agreement.
6.8 In the event that the Baltic 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 Baltic'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
6.9 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 Baltic shall be limited to damages.
6.10Any action or claim against the Baltic must be brought within 18 months after the cause of action arises.
6.11 These Terms set out the entire liability of the Baltic to you in connection with the operation of the Website, the Mobile App and the provision of the Services. However, nothing in this Agreement shall exclude or limit the liability of the Baltic or you 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.
6.12 Both you and the Baltic agree that, given the nature of the Services, the consideration paid to the Baltic and the availability of insurance cover to you, the limitations on liability contained in this clause 6 are reasonable in all the circumstances
6.13 The materials and data provided on or through the Website or Mobile App (“Materials”) are not intended for distribution to or for use by or to be acted on by any person or entity located in any jurisdiction where such distribution, use or action would be contrary to applicable laws or regulations or would subject us to any registration or licensing requirement. Our Website and Mobile App provide only general information and we do not provide, and the provision of such information must not be construed as the Baltic providing, financial advice or recommendation for any investment product. The availability of any Materials on, or the grant of access or use of, our Website or Mobile App should not be taken in any way as an inducement to trade or a solicitation for orders or entry into any legal relations, nor taken as intended in any way to prompt any action or decision on your part whether to undertake or consider undertaking any investment decision or otherwise.
7.1 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.
7.2 This Agreement (including the Data Policy, Baltic Code and Rules) constitute the entire agreement and supersedes all prior agreements, statements, promises, representations, assurances or warranties made between the Parties with respect to the subject matter hereof. You acknowledge that you have not relied on any statement, promise, representation, assurance or warranty that is not set out in this Agreement and that you shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Agreement.
Neither the failure nor any delay on the part of the Baltic to exercise any right, remedy, power or privilege under this Agreement or at law shall operate as a waiver of, nor shall it prevent or restrict the further exercise of, that or any other right or remedy. A waiver of any right or remedy under this Agreement or at law is only effective if given by notice
Any notice, request, instruction or other communication to be given or made pursuant to this Agreement shall be in writing and shall be deemed to have been duly given:
(a) on the date of delivery if delivered personally or by facsimile upon confirmation of receipt if sent during normal business hours of the Baltic, and if not so confirmed, then on the next business day;
(b) on the second business day following the date of despatch if delivered by a recognised next day courier service; or
(c) five days after having been sent by registered or certified mail, receipt requested, postage prepaid
All notices to the Baltic shall be delivered to the following address:
Baltic Exchange Limited
38 St Mary Axe
Fax: +44 20 7369 1622
The Baltic Exchange Limited will have the right at all times to assign any of its rights or obligations under this Agreement to a direct or indirect wholly owned subsidiary. Neither this Agreement, nor any rights or obligations arising hereunder shall be assigned by Members or Subscribers without prior written consent of the Baltic.
7.6 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
7.7 These Terms are subject to English law and any claim brought in relation to them or otherwise connected to Website, the Mobile App and the Services shall be subject to the exclusive jurisdiction of the English Courts.
Part B - Ethics and Market Practice section of the Baltic Code
8. “Our Word Our Bond”
8.1 The motto of the Baltic - "Our Word Our Bond" - captures the importance of ethics in shipping. Members need to rely on each other for contracts verbally expressed and only subsequently confirmed in writing. The terms of a contract, whether oral or written, are therefore considered sacrosanct and ethical business practice is an essential commitment of Baltic Members. In addition Members are required to abide by the Baltic code which is available on the website: Baltic Code
Part C - Privacy Statement
9. Public Areas
9.1 If you are merely visiting the public area of balticexchange.com, we do not collect any personal information about you
11. Links to external sites