1. Definitions and Interpretation
1.1 In these terms and conditions, the following words and phrases have the following meanings:
Charges means the charges and fees rendered by the Provider for access to the Portal at such rates to be determined by the Provider from time to time (if any ), which may be calculated by reference to a limited access time period, subscription, data processed or other basis, all at the Provider’s discretion
Portal means the online portal known as the Vault, owned and operated by the Provider, containing the Information
Provider means SPI Marine (UK) Limited, a company registered in England with company registration number 8880136 whose registered office is at The Barn, Huddlestones Wharf, Millgate, Newark NG24 4UL (and shall include “us”, “we” etc)
Terms means these terms and conditions, which govern your use of the Portal and the Services
Information means the shipping industry information, analysis, forecasts, specification, and data uploaded to and accessible through the Portal from time to time, or otherwise supplied in any media or format by the Provider to You from time to time
Services means the services necessary to facilitate your access to the Portal and the provision of the Information by means other than the Portal, if agreed
Web Page means https://www.spimarine.com/customer-portal/or such other URLs as may be notified to you by the Provider from time to time which provides access to the Portal
Your System means the computer system, server or device used by you to access the Portal and includes any third party API, interface, plugin, hardware or software used to access the Portal
1.2 In this Agreement unless the context otherwise requires:
1.2.1 words importing any gender include every gender;
1.2.2 words importing the singular number include the plural number and vice versa;
1.2.3 words importing persons include firms, companies and corporations and vice versa;
1.2.4 the headings to the clauses, schedules and paragraphs of the Terms will not affect the interpretation;
1.2.5 any reference to an enactment includes reference to that enactment as amended or replaced from time to time and to any subordinate legislation or byelaw made under that enactment;
1.2.6 any obligation on any party not to do or omit to do anything is to include an obligation not to allow that thing to be done or omitted to be done;
1.2.7 You (and ‘your’ etc) means the person agreeing to the Terms who is granted access to the Portal by us
2.1 By using the Portal you agree, represent and warrant that:
2.1.1 You have read and agree to be bound by these Terms, and will ensure that only your employees use the Portal and only in accordance with these Terms;
2.2.2 You have the authority and capacity to agree to these Terms
3. Licence to Access Services
3.1 Subject to your compliance with all conditions of these Terms, the Provider grants you a non-exclusive, personal, revocable, non-sublicensable, non-transferable, limited licence to access the Portal and or use the Services for your purposes outlined herein, subject to these Terms.
4. Accessing the Portal
4.1 You must register with us to be granted access to the Portal.
4.2You will not access the Portal from another country if it is not permissible to do so in that country, and acknowledge that it is your responsibility to check the legal position in other countries.
4.3 If You access the Portal from a country outside the United Kingdom, or any country which limits electronic communications of the kind contained in the Portal, you are responsible for complying with the local laws of that country and agree that you will indemnify the Provider against any loss which it may suffer as a result of your failure to comply with this obligation.
4.4 We may change these Terms from time to time. You are responsible for checking the Web Page for announcements made by the Provider relating to changes to the Portal, the Services and/or to these Terms and for ensuring your own compliance and that of your Accessing Device, at your cost, with such changes. Such changes will become binding upon you the next time you access the Portal after publication thereof on the Web Page.
4.5 You are responsible for Your System, including checking its compatibility with the Portal. Before choosing to use the Portal, you should ensure that you have the appropriate equipment and computer capabilities sufficient for the purpose. The Provider accepts no liability whatsoever if the Portal cannot be accessed because of any defect, fault, interruption, failure or incompatibility of or in Your System.
4.6 The methodology of accessing the Portal must be agreed with the Provider beforehand, but may include direct access through the Web Page or via an application programming interface.
4.7 By registering with us to use the Services, you warrant and represent that you are a business and not a consumer intending to use the Information for legitimate purposes wholly connected with your business in accordance with the Terms.
5. Restrictions on Use
5.1 You will only use the Portal and the Services:
5.1.1 For the purposes of accessing, retaining and analysing for indicative purposes only commercial shipping information from time to time (the Permitted Purpose);
5.1.2 In accordance with:
22.214.171.124 All applicable laws, both local and international;
126.96.36.199 These Terms; and
188.8.131.52 Any guidance, information and directions that we publish from time to time on the Web Page concerning access to and use of the Portal
5.2 You are strictly prohibited from using the Portal and or Services for any unlawful, illegal, immoral or illegitimate purpose. Without prejudice to the generality of the foregoing, you may not while accessing the Portal and or using the Services, except to the extent strictly required by law (if at all):
5.2.1 share, rent, resell, exploit or make available copies of the Information or otherwise use the Information for anything other than the Permitted Purpose;
5.2.2 modify or adapt the Portal or hack, merge, translate, create derivatives from the Portal, mimic, disable the Portal or tamper with the Portal or the Information;
5.2.3 reverse engineer, decompile, disassemble, decipher or otherwise attempt to derive the source code for any underlying software, code or other intellectual property used to provide the Services;
5.2.4 share, rent, resell, exploit or make available copies of any password or security information you use to access the Services with any other person;
5.2.5 delete, obscure, remove or otherwise prevent the proper display of intellectual property (including without limitation copyright and trademark notices or other legal lines or credits) notices in the Portal or the Web Page;
5.2.6 do anything (or attempt to do anything) which
will or might damage, interfere with, disrupt access to, interrupt or impair the functionality of the Portal; and or
5.2.7 make anything available on or through the Portal that violates our rights or the rights of third parties (including without limitation their intellectual property or privacy rights).
6. Security Information
6.1 In order to access the Portal and use the Services, you will need to register with us, for which you will need to submit certain information and choose, for example, a username and a password.
6.2 We reserve the right to refuse to register any potential user where we consider that it is in our best interests to do so. Where we do this, we do not have to give a reason.
6.3 You undertake that all the information supplied during registration is truthful, complete and correct. You can amend your registration details at any time through the Web Page (subject to such functionality being available).
6.4 You must not share your security and access information with any other person, or allow any other person to use your account. If you believe that your account or account information has been compromised, you must inform us immediately.
6.5 You are responsible for all activity that occurs in association with your account with us. You are responsible for safeguarding your account credentials. The Provider is not liable for any losses or damages caused by your failure to maintain the confidentiality of your account credentials.
6.6 If you do not use your account, or the account is otherwise inactive, for a period of at least 24 consecutive months, we may regard the account as inactive, whereupon we may close your account. We will notify you when your account is inactive and wait at least 30 days before any inactive account fee is due.
7. Payment of the Charges (if applicable)
7.1 Availability to access the Portal, and use of the Services, is subject always to your payment of the Charges (if any) rendered in accordance with these Terms. If you are not sure whether or what Charges apply, please contact us. Where access to the Portal is initially free, we reserve the right to charge for future access on notice.
7.2 The Charges are exclusive of any applicable VAT and other sales tax which shall be payable by you at the rate and in the manner prescribed by law against submission by the Provider of a valid tax invoice.
7.3 You shall pay the Charges without any deduction or set-off on demand. Charges are at all times non-refundable.
7.4 The Provider shall have the right to charge interest on overdue invoices at the rate of 8% per year above the base rate of HSBC Bank Plc, calculated from the date when payment of the invoice becomes due up to and including the date of actual payment whether before or after judgment. You acknowledge that such interest constitutes a substantial remedy for the purposes of late payment legislation.
8. Use of the Information
8.1 The Provider has taken reasonable steps to ensure that the Information is robust. However, you acknowledge that, by its very nature, the Information is subject to fluctuation, external influence and change, sometimes on a rapid basis. Information, or some of it, may be provided by a third party, over which we have no control or responsibility. Thus, no warranty, guarantee, promise, representation, condition or undertaking, express or implied, is given as to the accuracy or completeness of the Information, and the Provider does not accept any liability for error or omission.
8.2 The Provider is not responsible for how the Information is used, how it is interpreted or what reliance is placed on it. Use of the Information is entirely at your own risk; it is recommended that you take steps to verify the accuracy of Information relied on for commercial purposes.
8.3 The Portal, the Services and the Information, along with any updates, upgrades and any additional content, is provided “as is”. That means that the Provider does not make any promises to you about them other than that we are entitled to grant the rights and licences hereunder and otherwise as expressly set out in the Terms. They are provided without any representation or endorsement made and without warranty of any kind, whether express or implied, including but not limited to the implied warranties of satisfactory quality, fitness for a particular purpose, non-infringement, compatibility, security and accuracy
8.4 We will use reasonable skill and care to provide the Services to you, but cannot guarantee there will not be any errors, bugs or interruptions to it, nor do we guarantee that the Information will always be accessible or available at all times. For instance, the Portal may be temporarily unavailable for a number of reasons, including routine planned and emergency maintenance and change management, excess demand for the Portal, failure of the internet or Your System, and circumstances beyond the control of the Provider. The Provider does not warrant that defects will be corrected, or that the Web Page or the server that makes the Services available are free of viruses or represent the full functionality, accuracy, and reliability of the Services.
8.5 Nothing contained on the Portal or in the Information constitutes or is intended as a recommendation or as advice or an advertisement, inducement or offer of any kind. Where the Information includes forecasts, these are provided on a generalised basis using assumptions about market trends and data, and are not specific to individual situations or circumstances. The Provider’s employees, agents, staff or officers are not authorised to make representations or give advice about market forecasts and You agree not to rely on the same.
8.6 The Provider may amend, extend, suspend or withdraw the Information, or part of it, or access to the Portal, for whatever reason at any time, although we will use reasonable endeavours to reduce the amount of time the Information is unavailable. However, we accept no liability for any interruption to the Portal or unavailability of the Information.
9. Limitation of Liability and Indemnity
9.1 Nothing in these Terms shall limit any rights you might have under applicable law that may not be excluded or limited under English law, nor shall they exclude or limit our liability for death or personal injury resulting from our negligence, our liability for fraud or fraudulent misrepresentation.
9.2 The Provider hereby disclaims all warranties that can be legally disclaimed, whether express or implied. More particularly, the express conditions of these Terms are in place of all warranties, representations, conditions, terms, undertakings and obligations which, but for these Terms, would be implied or incorporated by any collateral agreement, statute, common law, statutory instrument, custom, trade usage, course of dealing or otherwise, all of which are excluded to the fullest extent permitted by law.
9.3 Under no circumstances shall we be liable to you for any Consequential Loss, howsoever arising.
9.4 Save as otherwise mentioned herein, and to the extent permitted by applicable law, our overall liability to you is limited to the Charges rendered for use of the Services in the past 24 months (or, where you have had access to the Portal for a shorter period of time, that period) prior to the relevant date of alleged liability, subject to such maximum liability being no more than £10,000.
9.5 You must let us know straight away if you discover any problems with the Portal or the Information so we are aware and can decide whether it is something we need to address in a future release or update.
9.6 You hereby indemnify, defend and hold harmless the Company and our affiliates, officers, directors, owners, licensors, service providers, partners, contractors, employees, agents and licensees (collectively, the “Indemnified Parties”) from and against any and all liabilities, claims, loss, damage, injury, costs and expenses (including professional fees) incurred or suffered by the Indemnified Parties in connection with any claim or liability arising out of:
9.6.1 the misuse or loss by you of your security information or other data enabling access to the Portal;
9.6.2 abuse or misuse by you of the Portal in any form;
9.6.3 Any breach by you of the Terms, or your negligence save to the extent that any such liability is caused by breach of the terms by the Provider or negligence wholly attributable to the Provider. Such indemnity shall be on a full indemnity basis.
9.7 You shall fully cooperate with the Provider in the defence of any such claim and the Provider reserves the right, at our own expense, to assume the exclusive defence and control of any matter otherwise subject to indemnification by you.
10. Intellectual Property
10.1 All right, title, interest and ownership rights in the Portal, the Services and or the Information, including any copyright, design right, database right, know-how or other intellectual property rights, are owned by, belong to and vest in at all times the Provider or its proper licensors.
10.2 The Portal, the Services and the Information is protected by copyright law, international copyright treaties and conventions and other laws. All rights are asserted and reserved without limitation. Nothing herein shall constitute an assignment, transfer or vesting of any rights in or to any party other than the Provider.
10.3 You shall notify the Provider immediately if you become aware of any unauthorised use of the whole or any part of the Information by any person.
11. Termination and Suspension
11.1 The Provider may suspend or terminate the Services, or your access to the Portal, immediately on giving notice in writing to you if:
11.1.1 in the reasonable opinion of the Provider, you have committed, or are about to commit, a serious breach of any part of the Terms and (where applicable) you fail:
11.1.1 in the case of a beach that has been committed that is capable of remedy, to remedy such breach within 30 days after receipt of a request in writing from the Provider to do so;
11.1.2 in the case of an anticipatory breach, fail to provide such assurance as the Provider reasonably demands to avoid such breach; or
11.1.2 acting in good faith, the Provider considers that it is in its best interests to do so.
11.3 Unless otherwise agreed in writing, your use of the Services continues annually in accordance with this clause. Such use shall commence on the date confirmed by the Provider (the Commencement Date) and continue unless terminated:
11.3.1 By the Provider in accordance with this clause 11;
11.3.2 By you on service of a notice in wiring on the Provider of not more than six nor less than three months’ ending on the first or any subsequent anniversary of the Commencement Date.
12. Consequences of Termination
12.1 Immediately following termination of the Services hereunder (howsoever arising):
12.1.1 Any outstanding Charges must be paid by you;
12.1.2 The Provider will withdraw your access to the Portal;
12.1.3 You must cease to use or access the Information, or any part of the Information;
12.1.4 You must, if requested by the Provider, return or destroy any Information in your possession
12.2 Any termination of the Services (howsoever arising) shall not affect any accrued rights or liabilities of either party nor shall it affect the coming into force or the continuance in force of any provision in the Terms which is expressly or by implication intended to come into or to continue in force on or after such termination.
13. Force majeure
13.1 Neither party shall have any liability under or be deemed to be in breach of the Terms for any delays or failures in performance of the Terms that result from circumstances beyond the reasonable control of that party. The party affected by such circumstances shall promptly notify the other party in writing when such circumstances cause a delay or failure in performance and when they cease to do so. If such circumstances exist for a continuous period of more than 6 months, either party may terminate the Services by written notice to the other party.
14.1 Any notice given to a party under or in connection with this agreement shall be in writing and shall be delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case).
14.2 Any notice shall be deemed to have been received:
14.2.1 if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address;
14.2.2 if sent by pre-paid first-class post or other next working day delivery service, at 9.30 am on the second Business Day after posting or at the time recorded by the delivery service.
14.3 This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
14. Other Terms
14.1 You shall not assign, sub-contract or transfer any of your rights or obligations under the Terms without the prior written consent of the Provider, such consent not to be unreasonably withheld. The Provider may assign, transfer or sub-contract all or part of its rights and obligations under the Terms to another person.
14.2 If any court or competent authority finds that any provision of the Terms (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed to be deleted, and the validity and enforceability of the other provisions of the Terms shall not be affected. If any provision or part-provision of this agreement is deemed deleted under clause 14.2, the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
14.3 The terms constitute the entire agreement between the parties and supersede and extinguish all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
14.4 Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Terms, or made prior to the Commencement Date.
14.5 A person who is not a party to the Contract shall not have any rights under or in connection with it.
14.7 Nothing in the Terms should be construed as indicating or giving rise to a joint venture or partnership, or any relationship other than that intended hereunder.
14.6 A waiver of any right or remedy hereunder is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. No failure or delay by a party to exercise any right or remedy provided hereunder or by law shall constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.
15. Law and Jurisdiction
15.1 The Terms, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with, English law, and the parties irrevocably submit to the exclusive jurisdiction of the courts of England. This clause operates irrespective of the jurisdiction from which you access the Portal, or trade from.