Legal

IMPORTANT - PLEASE READ THIS AGREEMENT CAREFULLY AS IT GOVERNS YOUR USE OF TONNEDGE DATA SERVICES REGARDLESS OF LICENCE TYPE OF DELIVERY METHOD AS OUTLINED IN THESE TERMS. NOTE THAT THIS AGREEMENT CONTAINS IMPORTANT PROVISIONS THAT YOU SHOULD READ. PLEASE PRINT A COPY FOR YOUR RECORDS. CONTINUED USE OF TONNEDGE DATA SERVICES INCLUDING USE OF THE TONNEDGE APP AND WEBSITE CONSTITUTES ACCEPTANCE OF THESE TERMS.

TonnEdge will provide access to TonnEdge Data Services to the Customer ('User') in accordance with the limited licence specified in the Order and these Terms and Conditions of Use (each a 'Licence'). All Licences are personal to the named Customer and may not be assigned or transferred. Passwords are personal to the single User to whom they are issued and may not be shared. Except when specifically provided otherwise in writing, these Terms of Use apply to all Licences.

General
1. These terms and conditions ('Terms of Use') shall be deemed to be considered an integral part of, and are therefore incorporated into, the contract stipulated between TonnEdge Ltd. and any individual, institution, organisation or corporate entity (each a “Customer”) for access by the Customer to sets of data from TonnEdge's database(s) of researched data and editorial content and to valuations including certificates based on such researched data (collectively “TonnEdge Data”) from time to time made available by TonnEdge in its products and services ('TonnEdge Data Services').
2. TonnEdge Data shall be accessible to the Customer, at the conditions, with the terms and for the period identified in these Terms of Use and in the Order through the use of and by access with personal credentials to the “TonnEdge” mobile application.
3. The specific sets of data to be made available by TonnEdge to a Customer shall be identified in a data purchase or any other contracting document agreed upon by TonnEdge and the Customer (each an 'Order').
4. TonnEdge shall provide access to the datasets and the Customer shall pay a fee for such service (the “Payment”), the amount and payment method of which shall be identified in the Order. Access to TonnEdge Data Services is conditional on the Payment by the Customer and fulfilment/full acceptance by the Customer of all other terms and conditions contained in the Order and these Terms of Use.
5. The contract between TonnEdge and the Customer consists of the Order and these Terms of Use, together with any linked documents which are considered to be integral part of the contract, (together the “Contract”). Words and expressions appearing in the Order shall have the same meaning in these Terms of Use and words and expressions in these Terms of Use shall have the same meaning in the Order.
6. No further right is granted to the Customer, unless expressly set out in these Terms of Use, in the Order, or in any other document related thereto.
Access to TonnEdge Data
1. TonnEdge will provide access to TonnEdge Data Services to the Customer ('User') in accordance with the Terms of Use ('Licence'). All Licences shall be deemed to be non-exclusive, personal to the named Customer and may not be assigned or transferred.
2. Customers, in order to access to the TonnEdge Data Services, shall register on the relevant registration platform and choose to that end a personalized username and password. Passwords are personal to the named User to whom they are issued and may not be shared.
3. The Customer shall keep with the due diligence the username and the password and shall be liable for any damage that improper use of the same causes damage to TonnEdge or to third parties.
Licenses to use TonnEdge Data
1. Customers may use TonnEdge Data for the purpose of the Customer's ordinary business.
2. All information and data obtained or made accessible or provided by TonnEdge to the Customer through on-line access to the Data and/or the use of the platform on which they are contained, are deemed to be for the exclusive use of the Customer.
3. All information and data obtained or made accessible or provided by TonnEdge to the Customer through on-line access to the Data and/or the use of the platform on which they are contained, are deemed to be for the exclusive use of the Customer.
4. Customer may only share with third parties, on an ad-hoc basis, insubstantial extracts from TonnEdge Data and/or materials which combine insubstantial extracts from TonnEdge Data with other materials ('Blended Data') provided TonnEdge is acknowledged as a data source and such extracts do not include valuations in any form.
5. Customers may only share TonnEdge Data containing valuations under this clause with a third party when a separate TonnEdge Opinion of Value for the relevant vessel and relevant date has been purchased by the Customer or the third party. Except where the Customer has purchased a Distribution licence or TonnEdge has specifically agreed otherwise in writing, the Customer may not resell TonnEdge Data, engage in systematic redistribution of TonnEdge Data or Blended Data or use TonnEdge Data to compete with TonnEdge's business.
6. TonnEdge Data licensed to TonnEdge by a third party may be subject to additional terms required by such third party. These terms are to be incorporated into these Terms of Use.
7. TonnEdge will provide access to TonnEdge Data Services on a User Licence, an Enterprise Licence, a Distribution Licence or a Bespoke Licence (each a “Licence”) as stated on the Order and as described in these Terms of Use.
  1. User licence: one or more named individuals identified in the Order may access and use TonnEdge Data Services. The Customer shall: (i) obtain the prior written consent of TonnEdge prior to any additional individual(s) being granted access to the TonnEdge Data Services; and (ii) promptly notify TonnEdge of any changes to the individuals.
  2. Bespoke licence: the terms of the licence are as set out in the Order.
  3. Distribution licence: the Customer may use TonnEdge Data as part of Blended Data for redistribution or resale to Third Parties as specified on the Order provided that the Customer does not; (i) use or authorise the use of Blended Data in products or services that compete with TonnEdge's business; or (ii) distribute or resell any TonnEdge Data or Blended Data to any person sanctioned by any trade sanction regime applicable to the UK, US or EU.
  4. Enterprise licence: all the employees and/or other workers of the Customer (and, where specified in the Order, its named Affiliates) may access and use TonnEdge Data Services. An “Affiliate” of a corporate entity is any other corporate entity which directly or indirectly, controls, is controlled by or is under common control with such entity and the term “control” (including the terms “controlled by” and “under common control with”) in relation to an entity means the ownership of 51% or more of the voting securities in that entity. The addition of further Affiliates to the licence is subject to the prior written consent of TonnEdge. The Customer accepts liability for acts and omissions of Affiliates as though such acts and/or omissions were the Customer's own.
8. Except when specifically provided otherwise in writing, these Terms of Use apply to all Licences.
Intellectual Property Rights
1. The ownership and all rights of intellectual property and economic exploitation related to or in connection to any trademark, the copyright, the technological platforms, the database, TonnEdge Data and TonnEdge Data Service shall be of exclusive and entire property of TonnEdge and its licensors and in any case legitimately held by TonnEdge, as they are protected by copyright and laws or treaties defending intellectual property.
2. Customers, Users and any other subject different from TonnEdge or explicitly recognised by the same, shall not acquire any ownership or property rights in the TonnEdge Data and in TonnEdge Data Service and shall have no title, right or interest to the TonnEdge Data and TonnEdge Data Service in any way that is not authorised by the applicable licence or which infringes the intellectual property rights in them.
3. Customers and Users agree to respect and shall not obscure or remove or cancel in anyway any copyright, trademark, disclaimer or any other proprietary notice and/or mark from information extracted from TonnEdge Data Services.
4. Customers and Users may not without TonnEdge's prior written consent (i) use any automated algorithm, device, method, system or software to access, use, search, copy, monitor, mine, modify, decompile, extract or scrape data or other content from TonnEdge Data Services; or (ii) disable or incapacitate any mechanism used by TonnEdge to monitor usage of TonnEdge Data Services.
5. Neither the TonnEdge Database nor any parts thereof shall be copied or reproduced by the Customer for any purpose outside the scope of the Contract without the prior written consent of Licensor.
Delivery and Availability of Data
1. TonnEdge will deliver or make available TonnEdge Data Services with the methods specified in the Order using the TonnEdge app.
2. The Parties expressly agree that, in the event that it is necessary to carry out maintenance work, ordinary and/or extraordinary, in order to ensure correct access to TonnEdge Data Services, TonnEdge may proceed to temporarily suspend the temporary suspension of access to the Data for the time necessary to carry out the intervention. TonnEdge declines any and all liability in respect to any temporary inability to access and/or use all or part of the TonnEdge data for any reason whatsoever.
3. TonnEdge may at any time withdraw one or more sets of data from TonnEdge Data Services and make reasonable efforts to provide substitute data. If the TonnEdge Data withdrawn is included in the data sets licensed by the Customer and TonnEdge is unable to provide suitable substitute data, TonnEdge will not refund to the Customer the proportion of the subscription fees related to the withdrawn data.
Suspension and Termination
1. The duration of the License shall be for the period stated in the Order unless sooner terminated in accordance with the provisions of these Terms of Use.
2. TonnEdge may without notice and without compensation suspend access to any TonnEdge Data Services by a Customer and/or one or more Users if; (i) the Customer is in default of its payment obligations; (ii) TonnEdge has reasonable grounds to suspect the Customer or such User(s) to be in breach of these Terms of Use; (iii) TonnEdge suspects use of a password by unauthorised person(s); or (iv) TonnEdge detects levels of usage of TonnEdge Data Services inconsistent with previous recorded usage by that Customer or User or in excess of normal usage by comparable customers or users.
3. TonnEdge may suspend or, at its option, terminate any licence without liability in the event that; (i) the Customer or any User is sanctioned by any trade sanction regime applicable to the UK, US or EU; or (ii) the Customer is or becomes a competitor of TonnEdge or is acquired by or merges with a competitor of TonnEdge; or (iii) the Customer uses the service and data provided by TonnEdge in violation of law or these terms of use.
4. Unless otherwise agreed in writing by TonnEdge, on expiry of a licence without renewal or on termination or on cancellation or termination of a licence for any reason during the term of the Order, the Customer shall immediately cease all use of the TonnEdge Data Services and, subject to 6.5 below: (i) delete all copies of TonnEdge Data from its systems; and (ii) destroy all physical copies of TonnEdge Data. TonnEdge may request a written confirmation from the Customer that all copies of TonnEdge data have been deleted or destroyed.
5. The obligations in 6.4. above to delete and/or destroy TonnEdge Data does not apply; (i) to TonnEdge Data which the Customer has incorporated into other materials as authorised by the relevant licence; or (ii) to TonnEdge Data which the Customer must retain under any applicable law, rule or regulation. The Customer is authorised to continue to refer to valuation certificates included in such TonnEdge Data for the purpose of verifying transactions or other activities which occurred during the term of the licence but for no other purpose.
6. Expiry or termination of a licence shall be without prejudice to the accrued rights and obligations of TonnEdge and Customer. Clauses 4, 6, 7 and 8 shall survive expiry or termination for any reason.
Confidentiality and Data Protection
1. The Customer may be required to provide certain confidential information relating to the Customer's business in order to access TonnEdge Data Services. TonnEdge will keep such information confidential for the term of the Order and for 3 years thereafter. This obligation of confidentiality will not apply to information which; (i) is or subsequently comes into the public domain, except through breach by TonnEdge of the confidentiality undertaking in this clause; or (ii) is already in the possession of TonnEdge free of any restriction as to its use or disclosure; or (iii) is required to be disclosed by law, regulation or any governmental or competent regulatory or supervisory authority or court.
2. The Customer will be required to provide certain personal data relating to Users in order to enable such Users to access TonnEdge Data Services. The Customer will ensure that such data is accurate and up to date. TonnEdge will retain and process such personal data securely in accordance with applicable law.
3. Without prejudice of any other relevant provision of this Terms of Use and of the Order, for any information made available by TonnEdge to the Customer, the Customer agrees during the term of the contract and afterward as far as the relevant Confidential Information is not in the public domain to make its best efforts and take all reasonable care to ensure that such Confidential Information will not be disclosed to any third party except insofar as such information: (i) is specifically authorized and identified by TonnEdge in writing as information which may be disclosed by the Customer to a third party, (ii) is to be disclosed pursuant to governmental or judicial requirements or (iii) becomes lawfully available to the Customer from a source different than TonnEdge.
4. TonnEdge shall not be obligated to disclose any information which is proprietary information of a third party or which the laws and regulations of its government do not permit to be disclosed.
5. The Customer further agrees Confidential Information made available may be disclosed by the Customer only to those employees of the Customer who require access to such information in order to perform their work for the Customer and who agree to maintain such information in confidence.
Limitations on Liability
1. The Customer acknowledges that TonnEdge Data are collated and processed by and on behalf of TonnEdge in accordance with methodologies and assumptions published and updated by TonnEdge from time to time which do not take into account particular circumstances applicable to individual Customers or Users and therefore; (i) are made available to the Customer on an 'as is' basis; (ii) are not intended as a substitute for formal advice valuations; (iii) should not be used solely as trading, investment or other advice; and (iv) are not intended as a substitute for professional judgement.
2. TonnEdge does not warrant that to the extent permitted by law that TonnEdge Data and TonnEdge Data Service will meet the Customer's expectations or requirements or are fit for any particular application or purpose, including any implied warranty that TonnEdge Data is accurate or complete or that access to TonnEdge Data Services will be uninterrupted, secure, free of defects or error free.
3. To the extent permitted by applicable law TonnEdge shall have no liability to any Customer for loss of profit or loss of business, or for any special, incidental, indirect and/or consequential damage of any kind, even if it has been advised of the possibility of such damage.
4. The total aggregate liability of TonnEdge to the Customer in connection with use of TonnEdge Data Services or TonnEdge Data shall not exceed the amount paid or payable by the Customer under the then current Order for the Initial Term or Renewal Term in which the claim arose.
5. TonnEdge does not warrant that use of TonnEdge Data and of TonnEdge Data Service does not constitute infringement of any rights of a third party.
6. TonnEdge accepts no liability to any third party who benefits from, uses or relies on TonnEdge Data accessed by the Customer. The Customer will indemnify TonnEdge from and against any losses, damages, costs and/or expenses incurred by TonnEdge in connection with any claim by any such third party relating to TonnEdge Data produced by or on behalf of TonnEdge for the Customer.
7. TonnEdge shall be under no liability for any failure, delay or omission by it arising from any cause beyond its control, including, but not limited to acts of God, acts or regulation by any governmental or supra-national authority, war or national emergency, denial of service attacks, fire, civil disobedience, strikes, lock-outs and industrial disputes.
8. TonnEdge will not be responsible for the use of the data and service in the event that the customer uses them in a manner contrary to the law or these contractual conditions.
9. TonnEdge's warranties as specified under these Terms of Use are exclusive and substitutive of all other warranties, whether express, implied or statutory, which are hereby disclaimed.
Warranties
1. The Customer warrants that it complies with all applicable laws, rules, and regulations of its country of registration in connection with its activities under the Order and these Terms of Use, and that it will not contravene any contractual restrictions binding on or affecting it.
2. The Customer herewith expressly accepts that it will be fully responsible for its use of TonnEdge Data and TonnEdge Data Services and will not use in any manner contrary to any clause and provision of these Terms of Use and the Order.
3. The Customer shall not engage in the development or marketing of a product or system commercially competitive with TonnEdge Database at any time during the Licence period.
Miscellaneous
1. The Customer agrees, during the term of the Order and for six months thereafter, not to actively solicit for employment any employee of TonnEdge with whom the Customer has dealt directly in relation to the Order of TonnEdge Data Services.
2. TonnEdge may include the name and logo of Customers who are corporate entities on its website and marketing materials to indicate that they are customers of TonnEdge.
Amendments
1. No amendment or variation to these Terms of Use will be valid unless in writing and signed by a Director of TonnEdge Ltd.
Applicable Law and Jurisdiction
1. This Term of Use, the Order and any other document related to or in connection to the contract shall be interpreted in accordance with the laws of England and Wales.
2. The Customer submits to the non-exclusive jurisdiction of the English Courts.