RISK4SEA – Terms and Conditions for use of data services

IMPORTANT – PLEASE READ THIS AGREEMENT CAREFULLY AS IT GOVERNS YOUR USE OF RISK4SEA DATA SERVICES. CONTINUED USE OF RISK4SEA DATA SERVICES INCLUDING USE OF THE RISK4SEA WEBSITE CONSTITUTES ACCEPTANCE OF THESE TERMS.

RISK4SEA will provide access to RISK4SEA Data Services to employees of the Client and/or other named authorised individuals (each a ‘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 Client and may not be assigned or transferred. Except where provided otherwise in the Order, passwords are personal to the named 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.

 

1. Definitions

Client : The individual, institution, organisation or corporate entity that has asked and accepted/permitted access to the RISK4SEA Data Services

License : The type of access provided to the Client and users in accordance with the Order and these Terms and Conditions of Use. License is fixed to the named Client and cannot be assigned or transferred.

Payment : The fee schedule corresponding to the service requested by the client as this is specified in the Order. Unless otherwise specified all payments are due at the beginning of the service and in any case prior to the provision of access credentials to the RISK4SEA Data Services

RISK4SEA : The Organisation providing services via www.risk4sea.com

RISK4SEA Data Services : The online and/or PDF and/or XML/XLS data provided by RISK4SEA to the CLient

Terms and Conditions : These Terms and Conditions governing the provision of a License to the Client and specific users as defined by the Client

User : The persons, employees of the Client and/or other named authorised individuals that have specified by the client that have access to the RISK4SEA Data Services in accordance with these Terms and Conditions. Users are provided with access credentials to the RISK4SEA Data Services and these credentials are personal, may not be shared and are non-transferable.

 

2. Applicability

2.1 These Terms and conditions (‘Terms of Use’) are incorporated into the contract between RISK4SEA and any individual, institution, organisation or corporate entity (each a “Client”) for access by the Client to sets of data from RISK4SEA’s database(s) of researched data and editorial content from time to time made available by RISK4SEA in its products and services (‘RISK4SEA Data Services’).

2.2 The specific data sets to be made available by RISK4SEA to a Client are named or described in an order form or other contracting document agreed by RISK4SEA and the Client (each an ‘Order’). Where the relevant Order specifies that RISK4SEA Data Services are made available for a period on a free trial basis no payment shall be due for that period. Otherwise, access to RISK4SEA Data Services is conditional on payment by the Client of all amounts and fulfilment by the Client of all other terms and conditions contained in the Order and these Terms of Use.

2.3 The contract between RISK4SEA and the Client consists of the Order and these Terms of Use (together with any linked documents) and will be interpreted in accordance with the EU laws. No amendment or variation to these Terms of Use will be valid unless in writing.

 

3. Licence to use RISK4SEA Data

3.1 RISK4SEA will provide access to RISK4SEA Data Services to employees of the Client and/or other named authorised individuals (each a ‘User’) in accordance with the limited licence specified in the Order and these Terms of Use (each a ‘licence’). All Licences are personal to the named Client and may not be assigned or transferred. Except where provided otherwise in the Order, passwords are personal to the named 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.

3.2 Clients may use RISK4SEA Data for the purpose of the Client’s ordinary business. This may include sharing with third parties, on an ad-hoc basis, insubstantial extracts from RISK4SEA Data and/or materials which combine insubstantial extracts from RISK4SEA Data with other materials (‘Blended Data’) provided RISK4SEA is acknowledged as a data source.

3.3 Except where the Client has purchased a Distribution licence or RISK4SEA has specifically agreed otherwise in writing, the Client may not resell RISK4SEA Data, engage in systematic redistribution of RISK4SEA Data or Blended Data or use RISK4SEA Data to compete with RISK4SEA’s business.

3.4 RISK4SEA will provide access to RISK4SEA Data Services on a User Licence basis as described on the website and in these Terms of Use.

3.5 User licence specification: one or more named individuals identified in the Order may access and use RISK4SEA Data Services. The Client shall:
(i) obtain the prior written consent of RISK4SEA prior to any additional individual(s) being granted access to the RISK4SEA Data Services; and
(ii) promptly notify RISK4SEA of any changes to the individuals.

 

4. Intellectual Property Rights

4.1 All intellectual property rights, including but not limited to copyright and database rights, in the RISK4SEA’s databases, the RISK4SEA Data Services and RISK4SEA Data are and shall remain the property of RISK4SEA Limited and its licensors.

4.2 Clients and Users acquire no proprietary rights in the RISK4SEA Data and may not use the RISK4SEA Data in any way that is not authorised by the applicable licence or which infringes the intellectual property rights in them.

4.3 Clients and Users may not obscure or remove any copyright, disclaimer or other notices from information extracted from RISK4SEA Data Services.

4.4 Clients and Users may not without RISK4SEA’s prior written consent
(i) use any automated algorithm, device, method, system or software to access, use, search, copy, monitor, mine, extract or scrape data or other content from RISK4SEA Data Services; or
(ii) disable or incapacitate any mechanism used by RISK4SEA to monitor usage of RISK4SEA Data Services.

4.5 RISK4SEA may include the name and logo of Clients who are corporate entities on its website and marketing materials to indicate that they are Clients of RISK4SEA.

 

5. Delivery and Availability of Data

5.1 RISK4SEA will deliver or make available RISK4SEA Data Services by the methods specified in the Order. RISK4SEA may at any time suspend the availability of RISK4SEA Data Services for routine or emergency maintenance and shall use best efforts to keep such non-availability to a minimum.

5.2 RISK4SEA may at any time withdraw one or more sets of data from RISK4SEA Data Services and make reasonable efforts to provide substitute data. If the RISK4SEA Data withdrawn is included in the data sets licensed by the Client and RISK4SEA is unable to provide suitable substitute data within 30 days of the date of withdrawal, RISK4SEA will refund to the Client the proportion of the subscription fees related to the withdrawn data and the remaining period of the then current Initial Term or Renewal Term, from the date of withdrawal.

 

6. Suspension and Termination

6.1 RISK4SEA may without notice and without compensation suspend access to any RISK4SEA Data Services by a Client and/or one or more Users if;
(i) the Client is in default of its payment obligations;
(ii) RISK4SEA has reasonable grounds to suspect the Client or such User(s) to be in breach of these Terms of Use;
(iii) RISK4SEA suspects use of a password by unauthorised person(s); or
(iv) RISK4SEA detects levels of usage of RISK4SEA Data Services inconsistent with previous recorded usage by that Client or User or in excess of normal usage by comparable Clients or users.

6.2 RISK4SEA may suspend or, at its option, terminate any licence without liability in the event that;
(i) the Client or any User is sanctioned by any trade sanction regime applicable to EU; or
(ii) the Client is or becomes a competitor of RISK4SEA or is acquired by or merges with a competitor of RISK4SEA.

6.3 Unless otherwise agreed in writing by RISK4SEA, 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 Client shall immediately cease all use of the RISK4SEA Data Services and,
(i) delete all copies of RISK4SEA Data from its systems; and
(ii) destroy all physical copies of RISK4SEA Data.

6.4. The obligations in 6.2 above to delete and/or destroy RISK4SEA Data does not apply; (i) to RISK4SEA Data which the Client has incorporated into other materials as authorised by the relevant licence; or (ii) to RISK4SEA Data which the Client must retain under any applicable law, rule or regulation.

6.5. Expiry or termination of a licence shall be without prejudice to the accrued rights and obligations of RISK4SEA and Client. Clauses 4, 6, 7, 8 and 9 shall survive expiry or termination for any reason.

 

7. Verification and Audit

7.1 RISK4SEA may monitor usage of RISK4SEA Data Services by the Client and Users and use information derived from that monitoring for the purpose of administering the Client’s account, analysing Client usage, providing advice and information to the Client and Users in relation to RISK4SEA Data Services and verifying usage by authorised Users; and audit at any time the use and distribution of RISK4SEA Data. RISK4SEA shall treat as confidential all information relating to the Client’s business that it acquires in the course of such monitoring and/or inspection.

7.2 If an audit performed by RISK4SEA reveals that the Client is in breach of these Terms of Use the Client will reimburse RISK4SEA; all fees payable in relation to any unauthorised use of RISK4SEA Data Services; and interest on such amounts from the date they become payable until the date of payment at the highest rate permitted by applicable law.

7.3 If required by RISK4SEA the Client shall provide a report signed by a senior officer of the Client confirming that the Client has complied in all material respects with these Terms of Use.

 

8. Confidentiality and Data Protection

8.1 The Client may be required to provide certain confidential information relating to the Client’s business in order to access RISK4SEA Data Services. RISK4SEA will keep such information confidential for the term of the Order and for three (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 RISK4SEA of the confidentiality undertaking in this clause; or (ii) is already in the possession of RISK4SEA 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.

8.2 The Client will be required to provide certain personal data relating to Users in order to enable such Users to access RISK4SEA Data Services. The Client will ensure that such data is accurate and up to date. RISK4SEA will retain and process such personal data securely in accordance with applicable law.

 

9. Limitations on Liability

9.1 The Client acknowledges that RISK4SEA Data are collated and processed by and on behalf of RISK4SEA in accordance with methodologies and assumptions published and updated by RISK4SEA from time to time which do not take into account particular circumstances applicable to individual Clients or Users and therefore; (i) are made available to the Client on an ‘as is’ basis; (ii) are not intended as a substitute for formal 3^rd party verification, assurance or indexing serviices; (iii) should not be used solely as trading, investment or other advice; and (iv) are not intended as a substitute for professional judgement.

9.2 RISK4SEA excludes to the extent permitted by law all implied warranties relating to fitness for a particular purpose, including any implied warranty that RISK4SEA Data is accurate or complete or that access to RISK4SEA Data Services will be uninterrupted, secure, or error free.

9.3 To the extent permitted by applicable law RISK4SEA shall have no liability to any Client 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.

9.4 The total aggregate liability of RISK4SEA to the Client in connection with use of RISK4SEA Data Services or RISK4SEA Data shall not exceed the amount paid or payable by the Client under the then current Order for the Initial Term or Renewal Term in which the claim arose.

9.5 RISK4SEA accepts no liability to any third party who benefits from, uses or relies on RISK4SEA Data accessed by the Client. The Client will indemnify RISK4SEA from and against any, losses, damages, costs and/or expenses incurred by RISK4SEA in connection with any claim by any such third party relating to RISK4SEA Data produced by or on behalf of RISK4SEA for the Client.

9.6 RISK4SEA 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.

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