Customer Terms and Conditions | Lloyd's List Intelligence

LLI TERMS OF BUSINESS

The LLI Terms of Business included here set out the basis on which Maritime Insights & Intelligence Limited, trading as Lloyd’s List Intelligence (“LLI”), provides services to the customer (“Customer”) as set out in the Order Confirmation Form (“OCF”). The LLI Terms of Business and the OCF together form the Agreement between LLI and the Customer. Unless expressly agreed in writing by LLI, the LLI Terms of Business included herein shall apply to and determine any contract between the Customer and LLI, to the exclusion of all other terms and conditions, whether included in any quotation, proposal, purchase order or acknowledgement of receipt, or the general terms and conditions of the customer. LLI will not be deemed to have accepted, and the LLI Terms of Business will at all times prevail over, all general terms and conditions of the Customer.

The LLI Terms of Business consists of the following Sections:

Section 1: General Terms

Section 2: Subscription Terms

Section 3: API Terms

Section 4: TQS Terms

Section 5: Definitions

Section 1: General Terms

The below General Terms apply to all Agreements between LLI and the Customer.

Subject to payment of all the relevant Fees in accordance with this Agreement, LLI grants the Customer a non-exclusive, non-transferrable, limited licence to the relevant Solution, Content and Documentation, for the duration of the Term of this Agreement for use by the Customer and its Authorised Users solely for the Permitted Purpose.
Payment

Customer shall pay each invoice submitted by LLI for the Fees as per the payment terms agreed in the OCF in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law). Except as expressly provided herein the Fees are non-refundable.
If the Customer fails to make a payment due to LLI under this Agreement by the due date, then, without limiting LLI‘s rights and remedies, LLI may suspend the Customer and the Authorised User(s)’ access to the Solution until full repayment of such overdue sum. Further, Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 2 will accrue each day at the rate of 4% a year above the Bank of England‘s base rate from time to time, but at the rate of 4% a year for any period when that base rate is below 0%.

Term and Termination

This Agreement is in force during the Initial Term unless terminated earlier in accordance with this Agreement. Unless agreed otherwise in the OCF, on expiry of the Initial Term, this Agreement will automatically renew for successive Renewal Term(s) unless either party provides written notice to the other of its intention not to renew at least thirty (30) days prior to the expiry of the Agreement. Such renewal will be on LLI’s standard terms and conditions in effect at the point of such renewal, and the Fees payable for the Renewal Term will be the standard rates then in effect for the Solution.
LLI may, upon written notice, immediately suspend and/or terminate this Agreement if the Customer has breached this Agreement and has not cured such breach within fifteen (15) days after receipt of written notice regarding such breach. LLI will not refund any portion of the Fees as a result of suspension or termination in accordance with this clause.
In the event of any Change of Control of the Customer which results in the Customer being under the Control of a Competitor, the Customer shall immediately provide LLI with written notice of such Change of Control, and LLI may, upon written notice, immediately terminate this Agreement. LLI will not refund any portion of the Fees as a result of termination in accordance with this clause.
In the event that LLI deems that Customer or any of its Affiliates is a Competitor, then LLI may, upon written notice to the Customer, immediately terminate this Agreement. LLI shall provide a refund of a pro rata portion of the Fees if the Agreement is terminated in accordance with this clause. Such pro rata refund is LLI’s sole liability as a result of termination in accordance with this clause.
Customer may, upon written notice, terminate this Agreement if LLI: (i) materially fails to provide access to the Solution or Content; and (ii) has not cured such failure and/or deficiency within thirty (30) days after receipt of written notice regarding such failure and/or deficiency. LLI shall provide a refund of a pro rata portion of the Fees if the Agreement is terminated in accordance with this clause. Such pro rata refund is LLI’s sole liability as a result of such purported failure and/or deficiency.

Consequences of Termination

Customer shall, and shall procure that any third party with whom it shared the Content pursuant to clause 6(a) shall, within thirty (30) days after expiry or termination of this Agreement, permanently delete the Content (including any Manipulated Data) from its information technology systems; provided, that one (1) backup copy may be retained to the extent necessary to comply with applicable laws, regulations and/or any bona fide information technology policy of the Customer then in effect. Customer shall not be required to delete any Derived Data pursuant to this clause 4(a).
Within two (2) months of termination of the Agreement, LLI may, on providing ten (10) days’ notice to the Customer and during regular business hours, reasonably inspect, or have its Representatives inspect, the Customer’s information systems and audit the Customer’s information systems as necessary to verify compliance with clause 4(a).

Warranties and Disclaimers

Customer represents and warrants to LLI that the Customer, its Affiliates or any of the Authorised Users: (i) is not a Sanctioned Person; and (ii) has not engaged in any transaction, activity or conduct that could reasonably be expected to result in it being designated as a Sanctioned Person, or to cause LLI to violate any Sanctions Law. LLI has the right to suspend or terminate this Agreement immediately if the Customer, its Affiliates or any of the Authorised Users becomes a Sanctioned Person during the Term of this Agreement.
Customer represents and warrants to LLI that neither the Customer, its Affiliates nor any of the Authorised Users will use the Solution in a manner which violates any applicable laws, statutes, codes or regulations.
LLI cannot and does not warrant the accuracy or completeness of the Content. The Content or any information provided by LLI does not constitute legal advice. Customer takes full responsibility for making its own evaluation of the adequacy and accuracy of Content.
LLI warrants that it has, and will continue to, maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under this Agreement.
LLI does not warrant that:

the Customer's use of the Solution will be uninterrupted or error-free;
the Solution, Content, Documentation and/or the information obtained by the Customer through the Solution will meet the Customer's requirements; or
the Solution, including any Subscription Product(s), API products and services provided by LLI, will be free from Vulnerabilities or Viruses.

Any risk categories and/or ratings in any Solution:

is based on the models described in LLI’s methodology document (currently found at: https://ibi-lli-prd-ftp-bucket.s3.eu-west1.amazonaws.com/advanced-risk-methodology/advanced-risk-methodology_en-GB.pdf); and
should only be seen as an indicator of possible activities. Customer: (1) acknowledges and agrees that there are uncertainties inherent in attempting to assess potential dark activity; and (2) takes full responsibility for making its own evaluation of the adequacy and accuracy of LLI’s methodology and of any risk categories and ratings provided.

Except as expressly and specifically provided in this Agreement:

the Customer assumes sole responsibility for results obtained from the use of the Solution by the Customer, and for conclusions drawn from such use;
all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this Agreement; and
the Solution is provided to the Customer on an “as is” basis.

If the OCF permits the Customer to share access to the Solution or any Content with any third parties, then the Customer will advise such third parties in writing of the content of clauses 5(c), 5(e), 5(f) and 5(g),

Restriction and Limitations

Access to the Solution and Content is only available to Authorized User(s) and may not be shared internally or externally other than in accordance with the OCF. Customer acknowledges that any breach of this clause is a material breach of this Agreement.
In no circumstances will LLI be liable for any adverse consequences resulting from: (i) the inaccuracy or incompleteness of the Content; or (ii) any trading, investment, commercial or other decisions based on or made in reliance on the Content. If the OCF permits the Customer to share access to the Solution or any Content with any third parties, then the Customer will advise such third parties in writing of the content of this clause.
Unless agreed in writing between the parties, the Customer shall not share access to the Solution or any Content with any of Customer’s Affiliates.
Customer shall procure that each Authorised User shall:

either be employed or engaged by the Customer;
access the Solution through an independent user ID and password;
not share any credentials with other Authorised Users; and
strictly adhere to any end user restrictions notified by LLI from time to time.

Customer shall not, and shall procure that the Authorised Users shall not:

unless explicitly agreed in writing by LLI, use the Solution, Content or Documentation in whole or in part (including in anonymized form) in connection with any machine learning or artificial intelligence technology purposes, including, but not limited to (i) to train, influence or optimise, or as a source for, any artificial intelligence or machine learning tools, (ii) to develop a substitute for the Solution, (iii) to train any large language model, or (iv) or for research purposes. If LLI permits in writing the Customer or its Authorised User to use the Solution Content or Documentation for any machine learning or artificial intelligence technology purposes, then the intellectual property rights to any output generated from such use, including any automated device, program, tool, algorithm, process, methodology, product and/or other output (whether or not the foregoing are externally commercialized) shall belong to LLI in any event;
except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under this Agreement:

attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Solution or Content (as applicable) in any form or media or by any means; or
attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Solution or the Content;

access all or any part of the Solution or use any part of the Content or Derived Data in order to:

build a product or service which competes with LLI; or
disclose their availability, performance or functionality, or for any other benchmarking or competitive purposes;

unless expressly permitted by LLI in writing, use the Solution or Content to provide services to third parties or make any other commercial or production use of the Solution or Content;
unless expressly permitted by LLI in writing, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Solution or Content available to any third party except the Authorised Users,
attempt to obtain, or assist third parties in obtaining, access to the Solution, other than as provided under this clause 6;
amend, edit or otherwise tamper with any Content or Documentation to the effect that any third party may reasonably interpret that such tampered Content or Documentation was originally produced by LLI in that tampered form;
introduce or permit the introduction of any Virus into LLI’s network and information systems;
seek legal advice from LLI or its employees;
unless expressly permitted by LLI in writing, use the Solution to carry out any bulk or batch downloading or otherwise automatically scrape, harvest or extract Content;
remove any copyright or other proprietary notices from the Solution or any Content.

Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Solution, Content and/or the Documentation and, in the event of any such unauthorised access or use, shall promptly notify LLI.
Customer shall not, and shall procure that any third party who may use the Content, Solution, LLI’s Confidential Information or Derived Data shall not, in any manner (directly or indirectly), access or use any Content, Solution, LLI’s Confidential Information or Derived Data to create competing products or to provide LLI’s Confidential Information or Content to Competitors. Customer acknowledges that breach of this provision shall be a material breach of this Agreement.
LLI may monitor the Customer's use of the Solution to ensure compliance with this Agreement.
LLI, acting reasonably, reserves the right to amend or alter the Solution in such a way that it does not adversely impact the Customer’s use of the Solution in order to: (i) maintain or enhance the quality or delivery of the Solution to its customers; (ii) maintain or enhance the cost efficiency or performance of the Solution; and/or (iii) comply with applicable law or other requirements. LLI shall notify the Customer of any changes which will materially affect the function of the Solution as soon as reasonably practicable after it becomes aware that any such changes are required.
LLI may discontinue the Solution (or any part or content thereof) at any time upon thirty (30) days’ prior written notice, and will refund a pro rata portion of the Fees due to the discontinuation of the Solution (with such pro rata refund being LLI’s sole liability due to such discontinuation).

Limitation of Liability

Nothing in this Agreement excludes the liability of LLI:

for death or personal injury caused by the LLI's negligence; or
for fraud or fraudulent misrepresentation.

Subject to clause 7(a) above:

LLI shall have no liability for any loss of profits, loss of business, wasted expenditure, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses;
LLI shall have no liability to the Customer for any losses the Customer suffers resulting directly or indirectly from: (i) failures of performance on the part of Integrator or any internet service provider; (ii) failure of Customer’s equipment or those of Authorised Users; or (iii) LLI’s provision of scheduled system upgrades or maintenance; and
LLI's total aggregate liability to the Customer in respect of all breaches of duty occurring within any contract year shall not exceed the Fees paid by the Customer in the preceding 12-month period. In the case that there are no Fees payable by the Customer, then LLI’s total aggregate liability to the Customer in respect of all breaches of duty occurring within any contract year shall not exceed £100.
References to liability in this clause 7(b) include every kind of liability arising under or in connection with this Agreement including but not limited to liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.

Nothing in this Agreement excludes the liability of the Customer for any breach, infringement or misappropriation of LLI’s intellectual property rights or the breach of clause 6(f).
Except for claims relating to the Customer’s misuse of the Solution or any Content, no action, claim or lawsuit relating to this Agreement may be filed later than three (3) years from the date of expiry or termination of this Agreement.

Intellectual Property

Customer acknowledges and agrees that LLI and/or its licensors own all intellectual property rights in the Solution, Content (including Manipulated Data) and the Documentation, except for Derived Data. Except as expressly stated herein, this Agreement does not grant the Customer any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Solution, Content or the Documentation.
LLI confirms that it has all the rights in relation to the Solution, Content and the Documentation that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of this Agreement.

Indemnity

Customer shall defend and indemnify LLI, and hold LLI harmless, against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) (“Losses”) arising out of or in connection with the Customer's use of the Solution, provided that:

the Customer is given prompt notice of any such claim;
LLI provides reasonable co-operation to the Customer in the defence and settlement of such claim, at the Customer's expense; and
the Customer is given sole authority to defend or settle the claim.

Customer agrees to indemnify LLI against all Losses arising from a third-party claim relating to the Customer’s use of the Solution, Content and/or the Documentation in violation of the applicable law, clause 1, clause 5(a), clause 6 and/or clause 11.

Data Protection

The Customer and LLI agree that each party:

shall comply with the Data Protection Laws;
acts as a controller in respect of the Customer Data;
shall only process the Customer Data in compliance with Data Protection Laws and shall not cause itself or the other party to be in breach of Data Protection Laws;
shall provide the other party with reasonable details of any enquiry, complaint, notice or other communication it receives from any supervisory authority relating to its processing of the Customer Data, and act reasonably in co-operating with the other party in respect of its response to the same; and
shall act reasonably in providing such information and assistance as the other party may reasonably request to enable it to comply with its own obligations under Data Protection Laws, including in the event of a Reportable Breach.

As the recipient of the Customer Data, LLI shall:

use the Customer Data for the performance by LLI of its obligations under this Agreement (including the promotion of the relevant LLI Solution(s) as further described in the Privacy Policy) or as necessary to comply with its requirements under any applicable law;
maintain all appropriate technical and organisational measures to ensure security of the Customer Data including protection against unauthorised or unlawful processing (including, without limitation, unauthorised or unlawful disclosure of, access to and/or alteration of the Customer Data);
be authorised to transfer and/or disclose Customer Data to Third Party Recipients, subject to LLI entering into a written agreement with such Third Party Recipients containing obligations which are no less onerous than those set out in this clause and provide details of such Third Party Recipients in the Privacy Policy.

Subject to the limitation of liability provisions in this Agreement, to the extent that Customer has an entitlement under Data Protection Laws to claim from LLI compensation paid by the Customer to a data subject as a result of a breach of Data Protection Law by LLI, LLI shall be liable only for such amount as it directly relates to its responsibility for any damage caused to the relevant data subject.

Confidentiality

Each party shall keep the other party’s Confidential Information secret and confidential, and shall not:

use or disclose such Confidential Information except for the purpose of performance of its obligations under this Agreement; and
disclose such Confidential Information in whole or in part to any third party, except to its employees, subcontractors and advisors who (i) need to know such Confidential Information for the Permitted Purpose; and (ii) are strictly bound by confidentiality obligations at least as strict as the ones contained in this Agreement.

A party may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction provided that, to the extent it is legally permitted to do so, it gives the other party as much notice of such disclosure as possible.
Each party reserves all rights in its Confidential Information. No rights or obligations in respect of a party's Confidential Information other than those expressly stated in this Agreement are granted to the other party, or shall be implied from this Agreement.

Marketing and Feedback

Customer hereby grants to LLI a non-exclusive licence to use its name and logo on LLI’s website, promotional materials and marketing materials, solely in connection with the provision of the Solution to the Customer.
Customer may, but is not obligated to, provide LLI with case studies, testimonials and feedback (together, the “Feedback”) on the Solution, Content and/or Documentation. Customer acknowledges and agrees that all Feedback will be the sole and exclusive property of LLI and Customer hereby irrevocably assigns to LLI and agrees to irrevocably assign to LLI all of its rights, title and interest in and to all Feedback, including without limitation all worldwide intellectual property and proprietary rights therein.

Miscellaneous

For the avoidance of doubt, the LLI Terms of Business (including all licence terms) shall apply to all Solutions, Content and Documentation regardless of the fact that any Solution may be purchased on a one-off basis.
LLI reserves the right, on reasonable notice to Customer during the Term and for one year thereafter, during normal business hours, to audit Customer’s compliance with this Agreement.
Neither party shall be in breach of this Agreement or otherwise liable for any failure or delay in the performance of its obligations (excluding payment obligations) if such delay or failure results from events, circumstances or causes beyond its reasonable control. The time for performance of such obligations shall be extended accordingly.
Both parties shall comply with all applicable laws, statutes, codes and regulations relating to the prevention of bribery and corruption (including but not limited to the Bribery Act 2010). To that end, neither party shall accept, offer, promise, pay, permit or authorise:

bribes, facilitation payments, kickbacks or illegal political contributions;
money, goods, services, entertainment, employment, contracts or other things of value, in order to obtain or retain improper advantage; or
any other unlawful or improper payments or benefits.

Both parties shall comply with all applicable anti-slavery and human trafficking laws, statutes, regulations and codes from time to time in force including but not limited to the Modern Slavery Act 2015 in any part of their supply chain. This includes, but is not limited to, not supporting or engaging or requiring any forced labour, the use of child labour, bonded labour, indentured labour and prison labour.
No party may assign this Agreement without the prior written consent of the other party, except that LLI will be permitted, without the Customer’s consent, to assign this Agreement: (i) to any of its Affiliates; (ii) in connection with a merger or consolidation involving LLI or a sale of all or substantially all of its assets; or (iii) in connection with a divestiture of any portion of its business or any applicable division to which this Agreement relates.
If the Customer or any other company or entity that benefits from this Agreement (together, the “Licensees”) merges with or acquires any interest or shares of a third party or any third party merges with or acquires such an interest in any Licensee (“Transfer”), the Customer will promptly notify LLI in writing of such Transfer and:

this Agreement will remain in full force and effect following the Transfer;
LLI may offer the Customer a revised subscription fee for the Solution based on, amongst other things, the increased benefit the Customer receives from the Solution due to the enlarged size and nature of the Customer’s business following the Transfer (“Extension Fee”); and
unless and until the Customer pays the Extension Fee, no employee, contractor or other personnel of the relevant third party will access, use or benefit in any way from the Solution or Content or will be deemed to be an Authorized User(s).

All notices and demands of any kind which either party may be required or desire to serve upon the other under the terms of this Agreement shall be in writing and shall be served by internationally recognized express mail courier or by email to the respective (email) address of LLI and Customer set forth in the OCF or to other addresses as the parties may specify in writing. Notices shall be deemed to have been given upon delivery.
It is mutually agreed by the parties that any and all obligations arising under clauses 4, 7, 8, 9, 10 and 11 shall survive any termination or expiration of this Agreement.
If any provision or part-provision of the Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Agreement.
A waiver of any right or remedy under the Agreement or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. A failure or delay by a party to exercise any right or remedy provided under the Agreement or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Agreement or by law shall prevent or restrict the further exercise of that or any other right or remedy.
Nothing in the Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, constitute either party the agent of the other, or authorise either party to make or enter into any commitments for or on behalf of the other party.
All rights that are not expressly granted herein are reserved to LLI.
If there is any conflict between these LLI Terms of Business and the OCF, the OCF will take precedence.
The Agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 for third parties to enforce any term of the Agreement.
This Agreement, 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), will be governed by, and construed in accordance with the laws of England and Wales. Each party irrevocably agrees that the courts of England and Wales will have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).
Any reference in this Agreement to a "day" or number of "days" shall be interpreted as a reference to a calendar day or number of calendar days.

Section 2: Subscription Terms

If the Solution includes Subscription Product(s), then the following Subscription Terms will be included as part of the Agreement.

LLI grants to the Customer a non-exclusive, non-transferable licence to use the Subscription Product(s) solely for the Permitted Purpose during the Term of this Agreement. Access to the Subscription Product(s) will be through LLI’s web portal and, if so specified in the OCF, LLI’s API.
Where the OCF allows access to Content (including any LLI reports), such Content is licensed to the Customer on a single user basis and may not be shared internally or externally. Only the Authorised User(s) named by the Customer at the point of purchase of the Content may access and use the Content.
The Customer is solely responsible for the security of any passwords issued by LLI for accessing the Subscription Product(s). LLI may cancel or suspend such passwords in the event of any breach of the Agreement.
LLI shall ensure a monthly uptime of 99.5% for the base platform of the Subscription Product(s).
LLI may, from time to time, apply upgrades, patches, bug fixes, or other maintenance to the Subscription Product(s) (“Maintenance”). LLI shall use reasonable efforts to provide the Customer with prior notice of any scheduled Maintenance (except for emergency Maintenance), and the Customer shall use reasonable efforts to comply with any Maintenance requirements requested of the Customer by LLI.

Section 3: API Terms

If, and to the extent that access is through an API, the following API Terms will be included as part of the Agreement.

LLI grants to the Customer a non-exclusive, non-transferrable, limited licence to the API Materials, for the duration of the Term of this Agreement for use by the Customer solely for the Permitted Purpose.
Customer shall only use the API in accordance with the API Documentation, and the Customer shall not acquire any ownership rights or intellectual property rights in the API and/or the API Materials by virtue of this Agreement.
Customer shall, at its cost and expense, be solely responsible for developing, operating, maintaining and repairing the Customer Systems necessary to utilize and interact with the API. LLI shall have no liability or obligation whatsoever with respect to Customer Systems.
Customer shall, and shall direct, instruct and cause all Authorized Users to, comply with and adhere to the API Documentation in connection with its access to and usage of the API.
In order to use the API, Customer must request an access token via the token provider endpoint. The access tokens are valid for thirty (30) days. Customer shall be solely responsible to request new tokens before expiry of an existing token to maintain its access to the endpoints within the API. LLI may cancel or suspend API access, and/or API tokens without notice at any time.
LLI warrants that the API will achieve, in all material respects, the functionality described in the API Documentation.
Notwithstanding anything herein to the contrary, the Customer will not be permitted to terminate this Agreement where its failure to access the Solution results from the inability of the Customer Systems to utilize or interact with the API.
LLI may make additions, changes and/or other modifications to the API (“API Modifications”) during the Term of this Agreement, provided that API Modifications do not materially diminish the functionality of the API (as described in the API Documentation).
LLI may from time to time make a prior version of the API (“Prior API Version”) obsolete on at least ninety (90) days’ prior notice following the general availability of a new version thereto (“New API Version”). LLI shall have no obligation or liability whatsoever (specifically including any support or maintenance obligations) to the Customer with respect to the Prior API Version upon expiration of such notice period, and the Customer’s right to access and use the Prior API Version will automatically terminate sixty (60) days after expiration of such notice period.
Customer shall, at its cost and expense, be solely responsible for making any necessary additions, changes and/or modifications to the Customer Systems due to API Modifications and/or a New API Version.

Section 4: TQS Terms

If the Solution includes LLI’s provision of TQS to the Customer, then the following TQS Terms will be included as part of the Agreement. Any reference to OCF in Sections 1-3 above shall be construed to include the relevant TQS SOW. To the extent that any of the TQS Terms below conflict with any other terms of the Agreement, then the TQS Terms shall prevail and take precedence over any such conflicting terms.

Customer shall give LLI such assistance as shall be reasonably necessary to facilitate the provision of the TQS and the timely delivery of any TQS Deliverables by LLI.
Customer shall reimburse LLI for the Expenses as set out in the TQS SOW. At Customer’s reasonable request LLI shall provide Customer with reasonable documentation evidencing the Expenses.
Customer shall ensure that:

Queries are for container (liner) vessels only;
all Queries are sent to LLI’s dedicated TQS email address as notified by LLI from time to time;
only one Query is included in each email and the particulars of the Query are clearly stated in the email; and
all Queries must attach a valid bill of lading document showing container numbers, including vessel name, load port, load date and discharge port.

Except as otherwise provided in the TQS SOW, LLI shall not be permitted to distribute to any third party any TQS Deliverables without the prior written consent of the Customer; provided, however that LLI shall be permitted to use any and all underlying information or data generated or produced by LLI in connection with its performance of the TQS or the preparation of any TQS Deliverables.
LLI may engage any sub-contractor at its sole discretion, provided that LLI shall be responsible for the performance of such sub-contractors.

Section 5: Definitions

“Affiliate(s)” means, in relation to a company, any subsidiary or holding company from time to time of that company, and any subsidiary from time to time of a holding company of that company.

“API” mean the application programming interface through which LLI makes certain Content available to the Customer, as specified in the OCF.

“API Documentation” means the user instruction manuals, guidelines and protocols related to the API, made available to the Customer by LLI.

“API Materials” means the API Documentation and the source code, executable application and/or other materials related to the API made available to the Customer by LLI.

“Authorised User(s)” means users who are employed or engaged by the Customer to access the Solution, Content and the Documentation.

“Change of Control” means that a person or entity which had Control of a body corporate ceases to have Control, or another person or entity acquires Control of that body corporate.

“Competitor” means any entity directly or indirectly engaging in similar business activities or offering rival products or services as those offered by LLI.

“Confidential Information” means all confidential information (however recorded or preserved) disclosed by a party or its Representatives to the other party and that party's Representatives whether before or after the date of this Agreement in connection with this Agreement or the purposes of entering into this Agreement, including but not limited to:

the existence, terms and the pricing of this Agreement or any agreement entered into in connection with this Agreement;
any information that would be regarded as confidential by a reasonable business person relating to:

the business, assets, affairs, customers, clients, suppliers, plans or market opportunities of the disclosing party; and
the operations, processes, product information, know-how, designs, trade secrets or software of the disclosing party;

any information that should, by its nature, be intrinsically considered to be confidential; and
any information developed by the parties in the course of carrying out this Agreement and the parties agree that details of the Solution, and the results of any performance tests of the Solution, shall constitute LLI Confidential Information.

“Content” means information made available to the Customer through the Solution and through communication with LLI, including but not limited to, reports, data points, data sets, articles, contents of books, marketing material, information made available through responses from LLI’s customer support or sales or ask-the-analyst teams. For the avoidance of doubt, Content also includes any Manipulated Data, but not Derived Data.

“Control” means, in relation to a body corporate, the power of a person or entity to control the affairs of that body corporate, including (but not limited to) as a result of holding the majority of shares in that body corporate or possessing the majority of voting power, or as a result of any other control powers otherwise conferred.

“Customer Data” means the personal data in whatever form or medium which is supplied, or in respect of which access is granted, to LLI under this Agreement which shall be confined to the following categories of personal data: the first and last name, email address, location, phone number, job title and where necessary the bank account details of the Customer or where relevant its employees or contractors who wish to access the Solution.

“Customer Materials” means any data, customer equipment, computer systems, software, documents, copy, intellectual property rights, artwork, logos and any other materials or information owned by or licensed to the Customer which are provided to LLI and/or its Affiliates by or on behalf of the Customer.

“Customer Systems” means the Customer’s and/or Authorised Users’ applications, platforms and systems;

“Data” means any data points or data sets that are part of the Content.

“Data Protection Law” means where applicable, the UK Data Protection Act 2018, the General Data Protection Regulation ((EU) 2016/679) (GDPR), the European Privacy and Electronic Communications Directive (Directive 2002/58/EC), as amended or replaced from time to time and all other national, international, regional, federal or other laws related to data protection and privacy that are applicable to any territory where LLI processes personal data or is established.

“Derived Data” means any Data (wholly or in part) Manipulated to such a degree that:

the original Data is no longer discernible;
the Data may not be readily reverse engineered from such derivative work by a reasonably skilled user;
such derivative work does not in itself and does not allow a recipient to form a complete dataset that is in all material respects the same as a dataset or data series which forms part of the original Data; and
such derivative work is used only for the internal business purposes of the party that creates the same and not used as part of any commercial offerings.

“Documentation” means any documents made available to the Customer by LLI for the purposes of accessing or using the Solution, including but not limited to the API Documentation and any other user manuals, instructions, guidelines and protocols.

“Fees” means the charges to be paid by the Customer to the LLI as set out in the OCF, or agreed in writing between the Customer and LLI.

“Initial Term” means the fixed term set out in the OCF for which the Fees are set out in the OCF. In the case of one-off Solution, if a fixed term is not set out in the OCF, then the Initial Term shall mean the period from the date of this Agreement ending on the date when this Agreement is terminated by either party due to a breach of this Agreement.

“Integrator” means a third party service provider that LLI integrates its services with, in order to provide Solutions to the Customer.

“Manipulate” means to combine or aggregate Data (wholly or in part) with other data or information or to adapt Data (wholly or in part), excluding Derived Data.

“Permitted Purpose” means to display, reformat or distribute the Content internally within the Customer’s business only in insubstantial portions for the Customer’s internal business purposes or for research and related work in the ordinary course of the Customer's business. Permitted Purpose shall also include any “Additional Permitted Purpose” as set out in the relevant OCF.

“personal data”, “controller”, “processor”, “processing”, “data subject” and “supervisory authority” shall have the meanings ascribed to them under the GDPR, as applicable.

“Privacy Policy” means the privacy policy available here: https://www.lloydslistintelligence.com/privacy-policy.

“Query” means a TQS query submitted by the Customer pursuant to a TQS SOW and in accordance with the terms and conditions of this Agreement;

“Renewal Term” means a period of 12 months, unless agreed otherwise in writing between the parties.

“Reportable Breach” means a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to Customer Data transmitted, stored or otherwise processed.

“Representatives” means, in relation to a party, its employees, officers, contractors, subcontractors, representatives and advisers.

“Sanctioned Person” means a person, organisation or entity:

designated on any Sanctions List;
that is, or is part of (including any agency or instrumentality of), a government of a Sanctioned Territory;
directly or indirectly owned or controlled (as such terms, including any applicable ownership and control requirements, are defined and construed in the applicable Sanctions Law or in any related official guidance) by any of the foregoing;
located, organised, operating from, incorporated under the laws of or residing in any Sanctioned Territory; or
otherwise a target of any Sanctions Law, or is acting on behalf of any of the persons listed in paragraphs (a) to (d) above, for the purpose of evading or avoiding, or having the intended effect of or intending to evade or avoid, or facilitating the evasion or avoidance of any Sanctions Law.

“Sanctioned Territory” means any country or other territory subject to a comprehensive export, import, financial or investment embargo under any Sanctions Law.

“Sanctions Authority” means (i) the United States, (ii) the United Nations Security Council, (iii) the European Union or any member state thereof, (iv) the United Kingdom, (v) Australia, (vi) Canada, (vii) Switzerland or (viii) the respective governmental institutions of any of the foregoing including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”), the U.S. Department of Commerce, the U.S. Department of State, any other agency of the U.S government, HM Treasury, Australia Department of Foreign Affairs and Trade (DFAT), Switzerland State Secretariat for Economic Affairs (SECO), Canadian authorities enabled under SEMA and JVCFOA regulations, and any other authorities as reasonably considered by LLI from time to time.

“Sanctions Law” means economic or financial sanctions, restrictive measures, trade embargoes or export control laws imposed, administered or enforced from time to time by any Sanctions Authority including, for the avoidance of doubt, any Sectoral Sanctions.

“Sanctions List” means any of the lists of asset-freeze designated or sanctioned individuals or entities (or equivalent) issued by any Sanctions Authority, each as amended, supplemented or substituted from time to time, including, without limitation, the List of Specially Designated Nationals and Blocked Persons, the Foreign Sanctions Evaders List, and the Sectoral Sanctions Identifications List, each administered by OFAC; the Consolidated List of Persons, Groups and Entities Subject to EU Financial Sanctions; and the Consolidated List of Financial Sanctions Targets in the UK administered by HM Treasury.

“Sectoral Sanctions” means sanctions imposed by any Sanctions Authority which do not freeze the assets of or prohibit the provision of any funds or economic resources to a designated person, but merely restrict the ability of certain individuals or entities to access financing or export or import goods, technology, or services.

“Solution” means the products and/or services provided by LLI to the Customer as included in the OCF, including but not limited to, Subscription Product(s), API products, datasets, books, and any other products or services provided by LLI to the Customer from time to time.

“Subscription Product(s)” means the software-as-a-subscription products listed in the OCF that are made available by LLI to the Customer.

“Term” means the Initial Term and any subsequent Renewal Term(s).

“Third Party Recipient” means any contractor, subcontractor or other party engaged by LLI in relation to its performance of the Agreement who is or will be processing Customer Data, whether as a controller or processor and who may be located outside of the European Economic Area.

“TQS” means the transhipment query service provided by LLI pursuant to a TQS SOW;

“TQS Deliverable(s)” means the output of the TQS queries submitted to the Customer by LLI;

“TQS SOW” means the statement of work setting out the details of the TQS services provided by LLI to the Customer;

“Vulnerability” means a weakness in the computational logic (for example, code) found in software and hardware components that when exploited, results in a negative impact to the confidentiality, integrity, or availability, and the term Vulnerabilities shall be interpreted accordingly.

“Virus” means any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.

July 2024 v2.1