Terms & Conditions
IMPORTANT – PLEASE READ THIS AGREEMENT CAREFULLY AS IT GOVERNS YOUR USE OF VESSELSVALUE 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 VESSELSVALUE DATA SERVICES INCLUDING USE OF THE VESSELSVALUE WEBSITE CONSTITUTES ACCEPTANCE OF THESE TERMS.
VesselsValue will provide access to VesselsValue Data Services to employees of the Customer 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 Customer 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. General
1.1 These terms and conditions (‘Terms of Use’) are incorporated into the contract between VesselsValue Limited (VV) and any individual, institution, organisation or corporate entity (each a “Customer”) for access by the Customer to sets of data from VesselsValue’s database(s) of researched data and editorial content and to valuations including certificates based on such researched data (collectively “VesselsValue Data”) from time to time made available by VesselsValue in its products and services (‘VesselsValue Data Services’). Vessels Value Data includes data provided by VesselsValue’s partner Seasure Shipbroking. VesselsValue Data Services includes data and analysis provided by its subsidiary ViaMar AS.
1.2 The specific data sets to be made available by VesselsValue to a Customer are named or described in an order form or other contracting document agreed by VesselsValue and the Customer (each an ‘Order’). Where the relevant Order specifies that VesselsValue Data Services are made available for a period on a free trial basis no payment shall be due for that period. Otherwise, access to VesselsValue Data Services is conditional on payment by the Customer of all amounts and fulfilment by the Customer of all other terms and conditions contained in the Order and these Terms of Use.
1.3 The contract between VesselsValue and the Customer consists of the Order and these Terms of Use (together with any linked documents) and will be interpreted in accordance with the laws of England and Wales. No amendment or variation to these Terms of Use will be valid unless in writing and signed by a Director of VesselsValue Limited. Words and expressions appearing in the Order shall have the same meaning in these Terms of Use. The Customer submits to the non-exclusive jurisdiction of the English Courts. The Customer agrees not during the term of the Order or for six months thereafter actively to solicit for employment any employee of VesselsValue with whom the Customer has dealt directly in relation to the Order of VesselsValue Data Services.
2. Licence to use VesselsValue Data
2.1 VesselsValue will provide access to VesselsValue Data Services to employees of the Customer 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 Customer 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.
2.2 Customers may use VesselsValue Data for the purpose of the Customer’s ordinary business. This may include sharing with third parties, on an ad-hoc basis, insubstantial extracts from VesselsValue Data and/or materials which combine insubstantial extracts from VesselsValue Data with other materials (‘Blended Data’) provided VesselsValue is acknowledged as a data source and such extracts do not include valuations in any form. Customers may only share VesselsValue Data containing valuations under this clause with a third party when a separate VesselsValue Valuation Certificate for the relevant Vessel and relevant data has been purchased by the Customer or the third party. Except where the Customer has purchased a Distribution licence or VesselsValue has specifically agreed otherwise in writing, the Customer may not resell VesselsValue Data, engage in systematic redistribution of VesselsValue Data or Blended Data or use VesselsValue Data to compete with VesselsValue’s business.
2.3 VesselsValue Data licensed to VesselsValue by a third party may be subject to additional terms required by such third party. These terms are available here /legal/terms/third-party and are incorporated into these Terms of Use.
2.4 VesselsValue will provide access to VesselsValue 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.
User licence: one or more named individuals identified in the Order may access and use VesselsValue Data Services. The Customer shall: (i) obtain the prior written consent of VesselsValue prior to any additional individual(s) being granted access to the VesselsValue Data Services; and (ii) promptly notify VesselsValue of any changes to the individuals.
Bespoke licence: the terms of the licence are as set out in the Order.
Distribution licence: the Customer may use VesselsValue 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 VesselsValue’s business; or (ii) distribute or resell any VesselsValue Data or Blended Data to any person sanctioned by any trade sanction regime applicable to the UK, US or EU.
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 VesselsValue 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 VesselsValue. The Customer accepts liability for acts and omissions of Affiliates as though such acts and/or omissions were the Customer’s own.
3. Intellectual Property Rights
3.1 All intellectual property rights, including but not limited to copyright and database rights, in the VesselsValue’s databases, the VesselsValue Data Services and VesselsValue Data are and shall remain the property of VesselsValue Limited and its licensors.
3.2 Customers and Users acquire no proprietary rights in the VesselsValue Data and may not use the VesselsValue Data in any way that is not authorised by the applicable licence or which infringes the intellectual property rights in them.
3.3 Customers and Users may not obscure or remove any copyright, disclaimer or other notices from information extracted from VesselsValue Data Services.
3.4 Customers and Users may not without VesselsValue’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 VesselsValue Data Services; or (ii) disable or incapacitate any mechanism used by VesselsValue to monitor usage of VesselsValue Data Services.
3.5 VesselsValue 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 VesselsValue.
4. Delivery and Availability of Data
4.1 VesselsValue will deliver or make available VesselsValue Data Services by the methods specified in the Order. VesselsValue may at any time suspend the availability of VesselsValue Data Services for routine or emergency maintenance and shall use best efforts to keep such non-availability to a minimum.
4.2 VesselsValue may at any time withdraw one or more sets of data from VesselsValue Data Services and make reasonable efforts to provide substitute data. If the VesselsValue Data withdrawn is included in the data sets licensed by the Customer and VesselsValue is unable to provide suitable substitute data within 45 days of the date of withdrawal, VesselsValue will refund to the Customer 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.
5. Suspension and Termination
5.1 VesselsValue may without notice and without compensation suspend access to any VesselsValue Data Services by a Customer and/or one or more Users if; (i) the Customer is in default of its payment obligations; (ii) VesselsValue has reasonable grounds to suspect the Customer or such User(s) to be in breach of these Terms of Use; (iii) VesselsValue suspects use of a password by unauthorised person(s); or (iv) VesselsValue detects levels of usage of VesselsValue Data Services inconsistent with previous recorded usage by that Customer or User or in excess of normal usage by comparable customers or users.
5.2 VesselsValue 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 VesselsValue or is acquired by or merges with a competitor of VesselsValue.
5.3 Unless otherwise agreed in writing by VesselsValue, 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 VesselsValue Data Services and, subject to 5.4 below: (i) delete all copies of VesselsValue Data from its systems; and (ii) destroy all physical copies of VesselsValue Data. VesselsValue may request a written confirmation from the Customer that all copies of VesselsValue data have been deleted or destroyed.
5.4. The obligations in 5.3 above to delete and/or destroy VesselsValue Data does not apply; (i) to VesselsValue Data which the Customer has incorporated into other materials as authorised by the relevant licence; or (ii) to VesselsValue 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 VesselsValue Data for the purpose of verifying transactions or other activities which occurred during the term of the licence but for no other purpose.
5.5. Expiry or termination of a licence shall be without prejudice to the accrued rights and obligations of VesselsValue and Customer. Clauses 3, 5, 6, 7 and 8 shall survive expiry or termination for any reason.
6. Verification and Audit
6.1 VesselsValue may; (i) monitor usage of VesselsValue Data Services by the Customer and Users and use information derived from that monitoring for the purpose of administering the Customer’s account, analysing customer usage, providing advice and information to the Customer and Users in relation to VesselsValue Data Services and verifying usage by authorised Users; and (ii) itself or using a third party enter the Customer’s premises during normal business hours and inspect the Customer’s records relating to the use and distribution of VesselsValue Data. VesselsValue shall treat as confidential all information relating to the Customer’s business that it acquires in the course of such monitoring and/or inspection. VesselsValue shall not exercise its right of physical audit more than once in any calendar year and shall give 5 business days notice of its intention to audit. The right of VesselsValue to conduct a physical audit shall continue for 12 months after the expiry or termination of the Order for any reason.
6.2 If an audit performed by VesselsValue reveals that the Customer is in breach of these Terms of Use the Customer will reimburse VesselsValue; (i) the reasonable cost incurred by VesselsValue in performing the audit; (ii) all fees payable in relation to any unauthorised use of VesselsValue Data Services; and (iii) interest on such amounts from the date they become payable until the date of payment at the highest rate permitted by applicable law.
6.3 If required by VesselsValue the Customer shall provide a certificate signed by a senior officer of the Customer confirming that the Customer has complied in all material respects with these Terms of Use.
7. Confidentiality and Data Protection
7.1 The Customer may be required to provide certain confidential information relating to the Customer’s business in order to access VesselsValue Data Services. VesselsValue 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 VesselsValue of the confidentiality undertaking in this clause; or (ii) is already in the possession of VesselsValue 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.
7.2 The Customer will be required to provide certain personal data relating to Users in order to enable such Users to access VesselsValue Data Services. The Customer will ensure that such data is accurate and up to date. VesselsValue will retain and process such personal data securely in accordance with applicable law.
8. Limitations on Liability
8.1 The Customer acknowledges that VesselsValue Data are collated and processed by and on behalf of VesselsValue in accordance with methodologies and assumptions published and updated by VesselsValue 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.
8.2 VesselsValue excludes to the extent permitted by law all implied warranties relating to fitness for a particular purpose, including any implied warranty that VesselsValue Data is accurate or complete or that access to VesselsValue Data Services will be uninterrupted, secure, or error free.
8.3 VesselsValue does not exclude or limit its liability for death or personal injury caused by its negligence or that of its agents.
8.4 To the extent permitted by applicable law VesselsValue 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.
8.5 The total aggregate liability of VesselsValue to the Customer in connection with use of VesselsValue Data Services or VesselsValue 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.
8.6 VesselsValue accepts no liability to any third party who benefits from, uses or relies on VesselsValue Data accessed by the Customer. The Customer will indemnify VesselsValue from and against any losses, damages, costs and/or expenses incurred by VesselsValue in connection with any claim by any such third party relating to VesselsValue Data produced by or on behalf of VesselsValue for the Customer.
8.7 VesselsValue 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.
Updated: 10th January 2023