ShipwatchOnline Terms of Service

Last Update date: 9 February 2023 

Your use of any Service constitutes your agreement with, and undertaking to, Shipwatch Pte. Ltd. (“Shipwatch”, “us”, “we”, “our”, etc.) to be bound by these Terms of Service (these “TOS”). A “Service” includes this website (from time to time at www.ship-watch.com, this “Website”) and all web pages, features, content (in whatever form, including Third Party Data, as defined below), user interfaces, any Premium Services (as defined below), software and these TOS, provided at any time by Shipwatch or its affiliates. If you do not agree to these TOS, you must cease to use, and leave, the Services immediately. 

1. WHO THESE TOS APPLY TO 

These TOS apply to each person: 

(a) who uses any Service, or 

(b) who enters into, or has entered into, a User Agreement, 

(each such person in paragraph (a) or (b), “you”, “your”, etc.). 

2. LICENCES 

2.1 General Access Licence. Without prejudice to any Subscriber Licence, Shipwatch grants you a non-exclusive, non-transferable and not sub-licensable, revocable and limited licence to access those parts of the Website which are freely accessible to the general public, while Shipwatch continues to provide such access (a “General Access Licence”). Under the General Access Licence, subject to paragraph 2.3 (Prohibitions on use), you are permitted solely for personal purposes, and not for any other non-profit use, commercial exploitation or public purpose, to make the following uses of the applicable parts of this Website: (a) access web pages, features and content, and view, copy or print it out, and create derivative works from it; and (b) link to it without removing or obscuring, by framing or otherwise, any portion, including any advertisements, these TOS, any copyright or other notice, and provided you immediately deactivate and discontinue providing any such links if requested by us, and that we may deactivate any such link(s) at our discretion (the uses in paragraphs (a) and (b), “Fair Use”). 

2.2 Subscriber Licence. For as long as you are a Premium Subscriber, unless such licence is cancelled, terminated or expires, and subject always to paragraph 2.3 (Prohibitions on use), Shipwatch grants you a non-exclusive, non-transferable and not sub-licensable, revocable and limited licence to make Fair Use of the Services specified in your User Agreement for (i) your personal purposes, but not for any other non-profit use, and (ii) for the internal purposes of your business in your technical or commercial management of ships, but not for any other commercial exploitation or public purpose. 

2.3 Prohibitions on use. 

(a) You are not permitted to (and you undertake not to) use any Service except as permitted by your General Access Licence or (if any) your Subscriber Licence. 

(b) Without prejudice to the generality of paragraph 2.3(a), you are not permitted in any circumstances (and for any purposes, including personal) to: 

1. use a Service to set up a competing or equivalent website or service; 
2. modify, reproduce, republish, distribute, display to any other person, or transmit all or any part of a Service or any work derivative from it; 
3. decompile, reverse engineer, disassemble, rent, lease, loan, sell, transfer or sub-license all or any part of a Service or any work derivative from it; 
4. in any interactive areas of a Service, advertise, promote or solicit for goods, services or funds or solicit for others to become members of any person; 
5. read or rely on a Service as technical, legal, tax, accounting, investment or any other advice from us to you, or as any advice from us to you regarding the profitability or suitability of any security, asset, purchase or investment; 
6. use a network monitoring or discovery software to determine a Service’s architecture, or to extract information about its usage, individual identities or users; 
7. use a robot, spider, other automatic software or device, or manual process to monitor or copy this all or any part of a Service; 
8. use a Service, or work derivative from it, to transmit false, misleading, fraudulent or illegal communications; or 
9. in any interactive areas of a Service, post, publish, upload or distribute anything unlawful or abusive, including any statements or information which is defamatory, libellous, pornographic, obscene, threatening, invasive of privacy or publicity rights, inclusive of hate speech, or which constitutes or encourages violence, self-harm or any criminal activity, or which infringes on the rights of any person, or causes us or you to incur any liability or to violate any applicable law. 

3. CANCELLATION, EXPIRY AND RENEWAL 

3.1 You may cancel your Subscriber Licence (if any) by written request, which (if you are a Premium Subscriber) must be in accordance with paragraph 3.3. A request to delete your account shall be read as including a request to cancel your Subscriber Licence. 

3.2 We may at any time, for any reason in our discretion, immediately and with or without notice: (a) discontinue or change all or any part of a Service; and (b) cancel your General Access Licence. 

3.3 Without prejudice to paragraph 3.2, if you are a Premium Subscriber: 

1. for a trial period, then, unless you agree or have agreed to become a Premium Subscriber for any paid subscription period starting after the trial period, your Subscriber Licence shall automatically expire without renewal at the end of your trial period, and you and we shall also each have a right to cancel your Subscriber Licence, effective immediately, by notice of cancellation at any time; or 
2. who agrees or has agreed to become a Premium Subscriber for a paid subscription period, your Subscriber Licence will continue for the duration of such period without cancellation, and on the final day of each paid subscription period shall renew automatically for another paid subscription period of equal duration, starting immediately, unless we or you cancel the renewal of your Subscriber Licence by notice of cancellation at least three (3) days before renewal. 

3.4 We shall be under no obligation to compensate you for cancellation of a General Access Licence or a Subscriber Licence, or discontinuation or change in any Service. Refunds to Premium Subscribers of prepaid fees will be at our sole discretion. 

3.5 Any request to cancel, or a cancellation of, a General Access Licence or a Subscriber Licence shall not affect the obligations accrued on or before it. 

4. TERMINATION 

4.1 Without prejudice to paragraph 3.2, (a) we shall have the right to terminate your General Access Licence, Subscriber Licence and/or any other Licence Document for a breach of any of them; and (b) in addition, we shall have the right to terminate your General Licence, Subscriber Licence and/or any other Licence Document: (i) for any material breach of applicable laws, rules or regulations by you, or any of your directors, officers or employees, (ii) if you repudiate, or evince an intention to repudiate (including, challenge the validity of any term of) any Licence Document; or (iii) if we believe that you are in breach of the terms of your licence (such as, paragraphs 2.3 (Prohibitions on use) or 6 (Intellectual property)) and you do not, promptly upon request, provide us with evidence, reasonably satisfactory to us, of your full compliance. 

4.2 If you are a Premium Subscriber, we will not however terminate your Subscriber Licence for failure to pay an agreed fee by its due date (including, in respect of a renewing paid subscription period), unless we give you prior notice and you fail within five (5) days, or you refuse, to rectify your failure or you otherwise repudiate (including, challenge the validity of) your payment obligation. 

4.3 Any termination of a General Access Licence, a Subscriber Licence and/or User Agreement shall not affect the obligations accrued on or before it. 

5. FEES 

5.1 For each paid subscription period to the Premium Services, you shall pay us the agreed fee by its due date (which, if not otherwise agreed, shall be within fourteen (14) days from the date of our invoice). If your Subscriber Licence is due to renew automatically for another paid subscription period under paragraph 3.3, unless you or we cancel your Subscriber Licence, you shall pay us the fee: (a) stated in our invoice for such period (and we shall have the right to increase our fees in respect of a renewal, provided we have given you at least sixty (60) days’ notice), or (b) (if we do not provide you with an invoice in the requisite time before renewal) a fee determined on the same basis as for the period before it. 

5.2 Any fee payable to us for a Subscriber Licence shall be: (a) paid in full in one instalment, without deduction, withholding or counterclaim; (b) increased by any amount of value added or goods and services tax that we are required to collect or pay in respect of it; (c) increased by an amount of any bank transfer charges; and (d) non-refundable. 

5.3 Any amount of fees not paid by its due date shall accrue interest at the rate of two per cent (2%) per month, pro rata for less than a month, and shall be payable on first demand. 

6. INTELLECTUAL PROPERTY 

6.1 Except as expressly and specifically provided to the contrary, nothing in these TOS or any User Agreement shall be read as conferring on you or any third party any licence or right, including any intellectual property right, in any Service or any work derivative from it. Our marks, symbols and logos on any Service, such as ShipWatch™, FuelWatch™, VoyageWatch™, HullWatch™, DataWatch™ and CarbonWatch™, are trade marks and service marks of Shipwatch (including, registered trade marks) and/or used under licence. 

6.2 You grant to us an irrevocable, non-exclusive, royalty-free, perpetual, worldwide licence to use, authorise use of and have used on our behalf (a “User Data Licence”) any data, information, databases, ideas, expression of ideas, text, graphics, messages, links and any other materials you submit to us, or to a Service (collectively, “User Data”). The User Data Licence shall include the right to make, use, sell, reproduce, publish, modify, adapt, prepare derivative works from, combine with other works, translate, distribute, display, perform and sublicense User Data in any form, medium, or technology now known or hereafter developed. 

6.3 Upon submitting any User Data, you warrant (and undertake to ensure) that such User Data: (i) is your original works or that the owner of such works has expressly granted to you a licence at least as permissive as the User Data Licence, or has granted to us a licence on terms at least as favourable as the User Data Licence; and (ii) does not violate and will not violate the rights of any third party including any right of publicity, right of privacy, copyright, patent or other intellectual property right or any proprietary right. 

6.4 By submitting any User Data, you acknowledge and agree that we may create our own ideas that may be, or may obtain submissions that may be, similar or identical to the User Data. You agree, warrant and undertake that you, or any third party, shall have no recourse against us for any alleged or actual infringement or misappropriation of any proprietary or other right in the User Data. 

6.5 We may (but have no obligation to): (a) delete any User Data at any time for any reason without permission from you; (b) monitor or screen such User Data. You shall have no right or recourse against us in respect of our acts or omissions pursuant to this paragraph 6.5. 

7. DISCLAIMERS 

7.1 (A) EACH SERVICE IS PROVIDED ON AN “AS IS, AS AVAILABLE” BASIS; (B) WE DISCLAIM ANY AND ALL REPRESENTATIONS AND WARRANTIES CONNECTED IN ANY WAY WITH ANY SERVICE, INCLUDING ANY WARRANTIES OF OUR REASONABLE CARE OR SKILL, OUR TITLE, SATISFACTORY QUALITY, FITNESS FOR ANY PURPOSE OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS; (C) WE FURTHER DISCLAIM ANY AND ALL REPRESENTATIONS AND WARRANTIES THAT ANY SERVICE IS OR WILL BE ERROR-FREE, TRUE, ACCURATE, COMPLETE, UP-TO-DATE, RELIABLE, FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT ANY SUCH MATTER WILL BE RECTIFIED; AND (D) WE DISCLAIM ALL RESPONSIBILITY FOR ANY LOSS, INJURY (OTHER THAN PERSONAL INJURY OR DEATH CAUSED BY NEGLIGENCE), CLAIM, LIABILITY OR DAMAGE OF ANY KIND RESULTING FROM, ARISING OUT OF OR IN ANY WAY RELATED TO (I) ANY OF THE AFOREMENTIONED MATTERS; (II) ANY ERRORS IN OR OMISSIONS IN ANY SERVICE, INCLUDING TECHNICAL INACCURACIES AND TYPOGRAPHICAL ERRORS, (III) THIRD PARTY DATA, (IV) ANY THIRD PARTY SITES (AS DEFINED IN PARAGRAPH 7.3), CONTENT OR SERVICES DIRECTLY OR INDIRECTLY LINKED TO FROM ANY SERVICE, (V) THE COMPLETE OR PARTIAL UNAVAILABILITY OF ANY SERVICE, (VI) YOUR USE OF ANY SERVICE, OR (VII) YOUR USE OF ANY EQUIPMENT OR SOFTWARE IN CONNECTION WITH ANY SERVICE. 

7.2 WITHOUT PREJUDICE TO THE GENERALITY OF PARAGRAPH 7.1: (A) WE SHALL NOT BE LIABLE TO YOU FOR ANY LOSS, INJURY (OTHER THAN PERSONAL INJURY OR DEATH CAUSED BY NEGLIGENCE), CLAIM, LIABILITY, OR DAMAGE OF ANY KIND RESULTING FROM YOUR USE OF ANY SERVICE; (B) WE SHALL NOT BE LIABLE FOR ANY SPECIAL, DIRECT, INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING LOSS OF PROFIT, LOSS OF OPPORTUNITY, LOSS OF BUSINESS, LOSS OF GOODWILL OR LEGAL FEES) IN ANY WAY DUE TO, RESULTING FROM, OR ARISING IN CONNECTION WITH THE USE OF OR INABILITY TO USE ANY SERVICE; (C) TO THE EXTENT THE FOREGOING LIMITATION OF LIABILITY IS PROHIBITED OR FAILS OF ITS ESSENTIAL PURPOSE, OUR SOLE OBLIGATION TO YOU FOR DAMAGES (HOWEVER DESCRIBED OR ARISING) SHALL BE LIMITED TO UNITED STATES DOLLARS ONE HUNDRED (USD100) OR THE MINIMUM LIMIT OF OUR LIABILITY TO YOU THAT IS NOT PROHIBITED UNDER APPLICABLE LAW, WHICHEVER IS THE GREATER. 

7.3 The content of other websites, services, goods, or advertisements (“Third Party Sites”) that may be linked to from any Service is not maintained or controlled by us, and our provision of links to Third Party Sites is not an endorsement of any information, product or service that is offered on or reached through them. Paragraphs 7.1 and 7.2 shall apply, with any necessary amendments, in respect our responsibility for any Third Party Sites and Third Party Data. 

7.4 If you use a Service pursuant to a Subscriber Licence, you acknowledge and agree that you are a business user on behalf of your organisation, and you (and we) confirm our intention to opt out of the requirements of the E-Commerce Regulations 2002, as amended or re-enacted. 

7.5 The provisions of paragraph 7 (Disclaimers) shall apply for our benefit, and (with any necessary amendments) for the benefit of our affiliates and our and their respective officers, directors, employees, agents and licensors (other than licensors under a User Data Licence). Each such person shall have a right to (on its own behalf) assert and enforce the terms of paragraph 7 (Disclaimers) directly against you, but shall have no right to enforce the terms of any Licence Document against us. 

8. REGISTERED ACCOUNTS 

8.1 In connection with your access to a Service, we may allow or require you to submit your personal, business and/or professional details to us (such as, by email, through an online enquiry form or in the account registration process). By submitting such details or otherwise registering an account with us, you warrant that: (a) you have read, understood and you agree to these TOS and our Privacy Policy; and (b) any details provided are true, accurate, complete and up-to-date. You undertake to inform us of any material changes to such details (including, if you change employer, business or principal you are working for), to keep your username and password for access to any Service safe and confidential, and not to share your username or password with any person or allow any person access to any Service using your account. 

8.2 A request to delete your account must be made to us in writing and shall be irrevocable. We may suspend your account instead of deleting it to comply with applicable laws or our corporate retention policy. Requests to delete or stop processing personal data are subject to our Privacy Policy. 

8.3 If you are a Premium Subscriber for a trial period only, or (at any time) you are in breach of a Licence Document, or (at any time) after your Subscriber Licence is cancelled or terminated, we shall have the right to immediately or at any time delete or suspend your account with us, including to remove your access, with or without notice. 

8.4 Our deletion or suspension of your account shall be without prejudice to any of our other rights under the Licence Documents. We shall be under no obligation to compensate you for deleting or suspending your account with us. 

9. INDEMNITY 

9.1 You agree to indemnify, defend and hold us, our affiliates, and our and their respective officers, directors, employees, agents and licensors (other than licensors under a User Data Licence) harmless from and against all claims, losses, expenses, damages and costs, including legal fees on a full indemnity basis, resulting from any of the following acts or omissions by you or by any person acting on your behalf or accessing a Premium Service through your account with us: (a) any violation of these TOS, or of the terms of your General Access Licence or your Subscriber Licence, or of the terms of any Licence Document with us (if any); or (b) any violation of your or our User Data Licence; or (c) the submitting of any User Data. You shall, promptly upon request and at your own cost, provide us with all reasonable assistance we may request (including, to bring proceedings in your name) to protect or enforce any of our rights set out in paragraphs 2.3 (Prohibitions on use) or 6 (Intellectual property). 

9.2 The provisions of paragraph 9 (Indemnity) shall apply for our benefit, and (with any necessary amendments) for the benefit of our affiliates and our and their respective officers, directors, employees, agents and licensors (other than of a User Data Licence). Each such person shall have a right to (on its own behalf) assert and enforce the terms of paragraph 9 (Indemnity) directly against you. 

10. PRIVACY AND COOKIES 

If you are an individual, your use of any Services is subject to our Privacy Policy. 

11. INTERPRETATION; MISCELLANEOUS 

11.1 In these TOS and any User Agreement, a reference to: 

1. “including” and “such as” are to be read without limitation; 
2. “Last Update” has the meaning given to it in paragraph 11.5; 
3. “Licence Documents” has the meaning given to it in paragraph 11.3; 
4. “person” includes an individual, firm, body corporate, government, state, agency of a state, association, trust, partnership or other entity, whether or not having a separate legal personality; 
5. “Premium Service” means any of our subscriber services for the time being, whether paid for or not, that are not freely accessible to the general public (and which we make accessible pursuant to your registration with us), including Shipwatch user interface(s) and platform, Shipwatch mobile applications linked from this Website, and any other service referred to as such in your User Agreement (if any); 
6. “Premium Subscriber” means, for as long as that subscription period continues, including any subscription periods following automatic renewal, a person: (a) to whom we have granted a trial period to the Premium Services; or (b) with whom we have agreed a fee for a paid  subscription period to the Premium Services and who pays such fee in full by its due date, or within any applicable grace period; 
7. “Privacy Policy” means our privacy and cookie policy, from time to time at https://www.ship-watch.com/privacy/; 
8. “Subscriber Licence” is to any unexpired, not cancelled and not terminated licence you may have pursuant to your User Agreement or these TOS (including, under paragraph 2.2), but excluding a General Access Licence; and 
9. “Third Party Data” means any ideas, expression of ideas, text, graphics, messages, links, data, information and other materials any third party submits to us or via a Service; 
10. “use” includes any of accessing, linking to, quoting, processing, receiving, any other act or omission referred to in these TOS, and any other use whatsoever; 
11. “User Agreement” is to any unexpired, not cancelled and not terminated written agreement (including by e-mail) you may have with Shipwatch, additional to these TOS, setting out the terms and conditions of your access to the Premium Services (or to any of them), including as may be set out in any confirmation note we issue to you; and 
12. “you”, “your”, etc., shall, in respect of each person’s use of a Service that is connected with any professional, business or commercial exploitation or activity, or any non-profit (other than personal) or public activity, in each case that is not specifically permitted under a Subscriber Licence, include such person’s employers, business, non-profit entity or other principal, and all such persons’ obligations to Shipwatch under these TOS shall be joint and several. 

11.2 Headings are for ease of reference and shall not influence the interpretation of these TOS’ or any User Agreement. 

11.3 These TOS, your User Agreement with us (if any), your General Access Licence, your Subscriber Licence, any User Data Licence you granted to us and our Privacy Policy (collectively, and including any other document with you we designate as such in writing, in each case as amended, supplemented and/or restated from time to time, the “Licence Documents”) constitute your entire agreement with us (and supersede all rights, licences and obligations existing between you and us before the Last Update) with respect to your use of any Service, or with respect to any other subject matter of the Licence Documents. To the extent of any conflict between them, the terms of the Licence Documents listed earlier shall prevail over the terms of any Licence Documents listed later, in the following order: (1) your User Agreement (if any), (2) these TOS, (3) any other document with you we designate as a Licence Document; (4) your User Data Licence to us, (5) your Subscriber Licence, (6) your General Access Licence, and (7) our Privacy Policy. 

11.4 If any term of the Licence Documents is determined under applicable law by a court or other authority of competent jurisdiction to be illegal, unlawful, void or unenforceable, then such term shall be deemed severed from the other terms of the Licence Documents, which shall continue in full force and effect. 

11.5 We shall, and you agree that we, have the right to update and change the Licence Documents, however fundamentally, at any time, without notice. Updated versions of these TOS and our Privacy Policy will appear on this Website or via any Service from time to time and shall be effective immediately at publishing (including to amend, supplement and/or restate the Licence Documents and any rights or obligations between you and us in respect of events and circumstances occurring 

or existing before the date of update, and each most recent update, a “Last Update”). You are responsible for regularly reviewing these TOS and our Privacy Policy. Your continued access to or any other use of a Service constitutes your irrevocable and unconditional acceptance of the Licence Documents, as amended, supplemented and/or restated at the Last Update. To be effective, any amendment or supplement to, or waiver of any of our rights under, a Licence Document that is not made by publication on this Website or via a Service in accordance with this paragraph 11.5 must be made in writing and executed by our authorised signatory. 

11.6 You shall have no right to assign, transfer, sub-licence or sub-participate any of your rights under any Licence Document. We may freely assign or transfer all of our rights and/or obligations under the Licence Documents (or any of them) without your consent, and (if we do so) we will give you notice on this Website or via a Service. 

12. GOVERNING LAW AND JURISDICTION 

12.1 These TOS, any User Agreement, any other Licence Documents, and any non-contractual obligations arising out of or in connection with any of them, shall be governed by and construed in accordance English law. 

12.2 The courts of England shall have exclusive jurisdiction to settle any dispute or claims which may arise under or in connection with these TOS, any User Agreement or any other Licence Documents, including non-contractual disputes or claims (“Disputes”). You agree that the courts of England are the most appropriate and convenient courts to settle any Disputes and, accordingly, you shall not argue to the contrary. 

12.3 Paragraph 12.2 is solely for our benefit. You agree that we shall not be prevented from, in our discretion, referring any Disputes to be resolved by arbitration under the Rules of the LCIA, in which case such Disputes shall be, as applicable, referred or transferred to, and finally resolved, by arbitration. Any such arbitration shall be conducted in accordance with the Arbitration Act 1996, as amended and/or re-enacted from time to time, except as necessary to give effect to the Rules of the LCIA and this paragraph 12.3. The number of arbitrators shall be three (3). The seat, or legal place, of arbitration shall be London, England. The language to be used in the arbitration shall be English. 

APPENDIX 1

SANCTIONS

1. Shipwatch  (“SW”) continually monitors its compliance with country-specific and individually targeted economic and trade sanctions maintained by the United Nations, the United Kingdom, the European Union, the US Department of Treasury’s Office of Foreign Assets Control (“OFAC”) and the United States Department of State and any other relevant bodies that may be applicable to its operations (“Sanctions”) and updates its checks and procedures as and when Sanctions change or develop as against any country and/or targeted entities or individuals.

2. SW does not enter into any business that would violate Sanctions.

3. SW does not engage in any business dealings with any entities, vessels or individuals that are sanctioned by the EU, US, UK or UN or  with an entity that is majority owned or controlled by a party on a sanction list (or any entity that is directly or indirectly owned 50% or more by a listed party). In respect of US sanction lists, this clause concerns entities and individuals on OFAC’s List of Specially Designated Nationals and Blocked Persons (SDN List).

4. SW’s legal team will review changes to Sanctions as well as any advisories from relevant authorities and, where required, update the policies accordingly.

5. SW selects its customers carefully. All due diligence efforts are risk-based, meaning that the same process will not necessarily be applied to all customers. The level of due diligence will be determined based on the application of a systematic approach described in this procedure.

6. Any SW employee that enters into new contracts with customers is responsible for compliance with this Policy.

7. For all new business SW will take the following steps

1. SW credit team to conduct their usual checks on the new customer using available software and issue their report. The new customer will be added to the sanction alerts in the SW credit software, which will alert on an ongoing basis if a customer becomes sanctioned.
2. If the usual checks identify potential high-risk indicators (primarily but not limited to adverse media reports or known trading patterns involving sanctioned entities or areas), further due diligence to be conducted by SW’s legal team on vessel/counterparty as appropriate. This may include obtaining a Seaweb/Infospectrum report.
3. The sanctions clause in Appendix A will be included in all contracts.  During negotiations attention should be drawn to the warranty in the clause that the parties are sanctions compliant and, if necessary, seek separate written confirmation to that effect from counterparty.  

8. If any employee is in doubt about the steps to be taken or has any questions about this policy they should consult with a member of SW management.

9. Appropriate risk-based communication and training will be provided to all relevant employees and management.

10. Violations of sanctions is a criminal offence, and such violations may result in SW or the employees being subject to investigation. Both intentional and unintentional/negligent violations may be punishable pursuant to applicable regulations. The penalties that may be imposed on SW and its employees are severe and includes fines and imprisonment. A charge may also significantly damage SW’s reputation. Violation of this Policy may result in dismissal or have other consequences for your employment.

June 2024