Standard Terms and Conditions for AIS Hosts
The LLI Standard Terms and Conditions for AIS Hosts included here set out the basis on which LLI (as defined below) obtains AIS hosting services from the Host (as defined below). Together, the: (1) LLI Standard Terms and Conditions for AIS Hosts; and (2) relevant supplier confirmation form provided by LLI with the details of the AIS hosting services to be provided by the Host (the “Supplier Confirmation Form”), shall form the “Agreement” between LLI and the Company. Unless expressly agreed in writing by LLI, the LLI Standard Terms and Conditions for AIS Hosts included herein shall apply to and determine any contract between LLI and the Host, 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 Host. LLI will not be deemed to have accepted, and the LLI Standard Terms and Conditions for AIS Hosts will at all times prevail over, all general terms and conditions of the Host. LLI may unilaterally update the LLI Standard Terms and Conditions for AIS Hosts by publishing any such updated terms on its website, which shall become effective in respect of the Agreement upon written notice of such update to the Host.
Background
LLI is a commercial enterprise that sells licenses to access their data, information and insights products relating predominantly to the maritime and shipping industry.
The Host is the owner/legal proprietor of the Site, which the parties consider is suitable for hosting certain LLI Equipment.
Pursuant to the terms set out in this Agreement, the parties have agreed that the Host shall carry out the Hosting Services for LLI in relation to LLI Equipment hosted at the Site, including ensuring that the Site will continually supply the AIS Data Feed to LLI for LLI’s internal, commercial or other usage.
Agreed Terms
The following definitions shall be used throughout the Agreement:
“Affiliates” 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.
“AIS” means an automatic identification system that transmits the location, identity, course and speed information of vessels.
“AIS Data Feed” means the data feed of AIS data collected by the LLI Equipment at the Site for LLI’s internal and commercial usage.
“Business Day” means any day other than a Saturday, Sunday or public holiday in England when banks in London are generally open for business.
“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 information, whether technical or commercial (including all specifications, drawings and designs, disclosed in writing, on disc, orally or by inspection of documents or during discussions between the parties), where the information is identified as confidential at the time of disclosure or ought reasonably to be considered confidential given the nature of the information or the circumstances of disclosure.
“Effective Date” shall have the meaning set out in the applicable Supplier Confirmation Form.
“Host” shall have the meaning set out in the applicable Supplier Confirmation Form.
“Hosting Services” means those services provided by Host under this Agreement as outlined in clause 2 and the Schedule.
“Intellectual Property Rights” means patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
“LLI” means Maritime Insights & Intelligence Limited (trading as Lloyd’s List Intelligence) or
such Affiliate of LLI that enters into the Supplier Confirmation Form with the Host.
“LLI Equipment” shall have the meaning set out in the applicable Supplier Confirmation Form, as well as any New LLI Equipment which has been successfully installed at the Site.
“New LLI Equipment” means any new equipment issued by LLI to Host for installation at the Site in replacement for the existing LLI Equipment.
“Site” shall have the meaning set out in the applicable Supplier Confirmation Form.
Clause and Schedule headings shall not affect the interpretation of this Agreement.
References to clauses and Schedules are (unless otherwise provided) references to the clauses and Schedules of this Agreement.
Hosting Services
Host shall install the LLI Equipment at a position in the Site (as mutually agreed by the parties) and shall use all reasonable endeavours to ensure the successful installation of the LLI Equipment and establishment of the AIS Data Feed. For the avoidance of doubt, the Hosting Services to be provided by Host shall include but not be limited to the services outlined in the Schedule.
In the event that LLI issues any New LLI Equipment to Host, then Host shall use all reasonable endeavours to assist LLI in successfully installing the New LLI Equipment (including re- establishing the AIS Data Feed) in replacement for the existing LLI Equipment, following which the existing LLI Equipment shall either be: (i) returned by post to LLI at LLI’s sole cost; or (ii) safely and securely disposed of (to be determined at LLI’s sole discretion and instruction).
Host shall take all reasonable endeavours to ensure the transmission of the data “as is” from the AIS Data Feed.
Warranties and Indemnities
Each of the parties warrants to the other that it has full power and authority to enter into and perform this Agreement.
The Host warrants that it shall:
perform the Hosting Services with reasonable care and skill;
not permit any third party to access the LLI Equipment or AIS Data Feed for any reason without LLI’s prior written consent, or otherwise permit any third party to alter, amend or tamper with the LLI Equipment or the AIS Data Feed;
not host any equipment owned by a Competitor at the Site for the duration of this Agreement;
act only within the limits of its authority;
be fully aware of and comply with all applicable laws, statutes, regulations and industry codes from time to time in force;
not undertake any activity that would in any way constitute a criminal act in the jurisdiction in which it is located or doing business, or which would expose LLI to any criminal sanction;
conduct its business in accordance with all applicable anti-money laundering legislation and anti-slavery and human trafficking legislation as in force from time to time;
not engage in any transaction, activity or conduct involving a target of sanctions or that could reasonably be expected to result in it being designated as a sanctioned entity or to violate (or cause LLI to violate) any sanctions laws, and otherwise shall comply with all applicable export control and sanctions laws, statutes, codes and regulations, including and in addition to those administered or enforced from time to time by the United Kingdom, the European Union or any member state thereof, and the United States;
not accept, offer or facilitate payment, consideration, or any other benefit which constitutes an illegal or corrupt practice contrary to any applicable anti-bribery legislation (which, for the avoidance of doubt, includes but is not limited to the UK Bribery Act 2010);
comply with all applicable anti-fraud laws, statutes, regulations and codes from time to time in force including but not limited to the UK Economic Crime and Corporate Transparency Act 2023;
obtain and maintain all necessary licences, permissions and consents necessary to provide the Hosting Services;
not do anything to bring LLI or its Affiliates into disrepute;
act in accordance with the regulations, directions, terms and conditions and guidance laid down by LLI from time to time;
act towards LLI conscientiously and in good faith and not put itself in a situation where its interests may conflict with those of LLI;
disclose all material facts to LLI and keep LLI fully informed to the extent required by LLI;
comply at all times with LLI’s Supplier Code of Conduct as made available on LLI’s
website at: https://www.lloydslistintelligence.com/legal/supplier-code-of-conduct;
and
establish and maintain appropriate systems, procedures and controls designed to prevent any breach of the warranties above.
The Host warrants that it has adequate insurance provisions for any liabilities arising from the provision of Host Services under this Agreement.
The Host warrants that it is not a sanctioned person or otherwise a target of any sanctions and that it shall immediately inform LLI in writing if it becomes (or is likely to become) a sanctioned person or a target of any sanctions.
The Host shall indemnify LLI against any and all liabilities incurred by LLI as a result of the Host breaching this Agreement or any applicable law or regulation from time to time in force or the incurring of any liability which is not otherwise authorised by LLI.
Limitations of Remedies and Liability
Except in the case of:
death or personal injury caused by negligence;
fraud or fraudulent misrepresentation; and
breach of the terms implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession); or
any other liability which cannot be excluded or limited under applicable law, in no event shall either party be liable for any special, indirect, incidental, consequential or punitive damages (including, without limitation, losses or damages for any loss of data, profit, goodwill, anticipated savings, revenue or business), whether based on contract, tort or other legal theory, in connection with, arising out of or relating to this Agreement.
Subject to clause 4.1 and except in respect of any indemnity obligations, in no event shall the liability of either party under this Agreement in any calendar year exceed GBP £10,000.
Intellectual Property Rights
All Intellectual Property Rights in any works arising in connection with the performance of the Hosting Services by Host, including but not limited to any rights in the AIS Data Feed (and the associated data), or otherwise arising out of or in connection with this Agreement, shall be the sole property of LLI.
Data Protection
Host and LLI shall comply with all applicable data protection and privacy legislation in force from time to time, including but not limited to the retained EU law version of the General Data Protection Regulation ((EU) 2016/679) (UK GDPR) and the Data Protection Act 2018 and any other local data protection and privacy legislation.
The parties acknowledge and agree that each party is an independent data controller with respect to the personal data that each party processes for their own purposes. In the event that any element of the AIS Data Feed would be considered to be personal data under any applicable laws, then LLI acts as an independent data controller with respect to such data and the Host warrants that it is not in breach of any applicable laws by facilitating the transmission of such data to LLI.
Term and Termination
This Agreement shall commence on the Effective Date and shall continue in force for an initial term of 12 months (the “Initial Term”), following which this Agreement shall automatically renew upon the expiry of the Initial Term for recurring periods of 12 months (each such 12- month period being a “Renewal Term”) unless either party gives written notice of non- renewal to the other party at least 30 days’ prior to the commencement of the relevant Renewal Term, or otherwise as terminated earlier in accordance with this clause 7.
LLI shall have the right to terminate without cause on 90 days’ written notice to Host.
If LLI reasonably believes at any time that Host has breached this Agreement, LLI may deliver a written notice to Host specifying such breach in reasonable detail. If, within 10 Business Days after delivery of such notice, Host has not cured such breach to the reasonable satisfaction of LLI, or the parties have not otherwise agreed to amend this Agreement to address such breach, LLI shall be permitted to immediately terminate this Agreement upon written notice to Host.
Without affecting any other right or remedy available to it, either party may terminate this Agreement with immediate effect by giving written notice to the other party if:
the other party commits a material breach of this Agreement and has failed to cure such breach within 15 Business Days of being notified of such breach;
the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts; or
the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business.
Upon expiration or termination of this Agreement for any reason whatsoever, Host shall (at LLI’s sole discretion and instruction) either arrange for the removal and disposal of any LLI Equipment from the Site or arrange for such LLI Equipment to be removed and returned to LLI, without additional charge to LLI save that LLI shall reimburse the Host for any applicable delivery fees for a return.
Force Majeure
Neither party shall be in breach of this Agreement nor liable for delay in performing, or failure to perform, any of its obligations under this Agreement if such delay or failure result from events, Acts of God, government authority, disaster, strikes, civil disorders, or other emergencies, any of which make it illegal or impossible to provide the services. In such circumstances, the affected party shall be entitled to a reasonable extension of the time for performing such obligations. If the period of delay or non-performance continues for 10 Business Days the party not affected may terminate this Agreement by giving 5 Business Days’ written notice to the affected party.
Confidentiality
Each party shall:
not use or exploit the other party’s Confidential Information in any way except as required to carry out their obligations under this Agreement; and
protect the Confidential Information of the other party against unauthorised disclosure by using the same degree of care as it takes to preserve and safeguard its own confidential information of a similar nature, being at least a reasonable degree of care.
Confidential Information may be disclosed by the receiving party to its employees, Affiliates and professional advisers, provided that the recipient is bound in writing to maintain the confidentiality of the Confidential Information received.
The obligations set out in this clause 9 shall not apply to Confidential Information that the receiving party can demonstrate:
is or has become publicly known other than through breach of this clause 9; or
was in the possession of the receiving party prior to disclosure by the other party; or
was received by the receiving party from an independent third party who has full right of disclosure; or
was required to be disclosed by law, any governmental or other regulatory authority or by a court or other authority of competent jurisdiction, provided that the party subject to such requirement to disclose gives the other party prompt written notice of the requirement (to the extent legally permissible).
The obligations of confidentiality in this clause 9 shall not be affected by the expiry or termination of this Agreement.
Notices
Any notice or other communication given to a party under or in connection with this Agreement shall be in writing and shall be sent via email to the following addresses (or any other address as duly notified by such party):
Host – the email address set out in the Supplier Confirmation Form;
LLI – VesselTracking@lloydslistintelligence.com; Legal@lloydslistintelligence.com.
Any notice shall be deemed to have been received at the time of transmission (as evidenced by an email delivery receipt), or, if this time falls outside business hours in the place of receipt, when business hours resume. In this clause “business hours” means GMT 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.
This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
Announcements
No party shall make, or permit any person to make, any public announcement concerning this Agreement without the prior written consent of the other parties (such consent not to be unreasonably withheld or delayed), except as required by law, any governmental or regulatory authority (including any relevant securities exchange), any court or other authority of competent jurisdiction.
Assignment
Save as provided in clause 12.2 below, neither party may assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any of its rights or obligations under this Agreement, in whole or in part, without the prior written consent of the other party, such consent not to be unreasonably withheld or delayed.
LLI will be permitted, without Host’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.
Entire Agreement
This Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in this Agreement.
Third Party Rights
Except as expressly provided a person who is not a party to this Agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.
The rights of the parties to terminate, rescind or agree any variation, waiver or settlement under this Agreement are not subject to the consent of any other person.
Variation
No variation of this Agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
Waiver
No failure or delay by a party to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
Rights and Remedies
Except as expressly provided in this Agreement, the rights and remedies provided under this Agreement are in addition to, and not exclusive of, any rights or remedies provided by law.
Severance
If any provision or part-provision of this 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 this Agreement.
If any provision or part-provision of this Agreement is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.
No Partnership or Agency
Nothing in this Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.
Each party confirms it is acting on its own behalf and not for the benefit of any other person.
Governing Law
This Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.
Jurisdiction
Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Agreement or its subject matter or formation.
Schedule – Services
Duty of care for AIS Equipment
Host shall use all reasonable efforts to provide a safe, secure and suitable connection for the LLI Equipment at the Site and shall notify LLI as soon as reasonably practicable in the event of:
any damage that has occurred or is foreseeably likely to occur to the LLI Equipment; or
any works being undertaken in their network or any other events which may damage, interrupt or adversely affect the transfer of or LLI’s access to the AIS Data Feed.
Host shall provide all reasonable efforts, assistance and co-operation (as applicable) to ensure the effective installation, maintenance, connectivity and repair of the LLI Equipment and the AIS Data Feed. Costs for the maintenance of the LLI Equipment including repair and installation shall be paid by LLI, subject to Host providing LLI with written notification with reasonable detail of any such required maintenance costs and LLI agreeing to such costs by providing written confirmation of such agreement prior to any maintenance work taking place and any costs being incurred.
Host shall not attempt to access the AIS Data Feed or otherwise circumvent any security features of the LLI Equipment.
Host shall not permit any third party to access the LLI Equipment for any reason without LLI’s prior written consent or otherwise allow any third party to tamper with the LLI Equipment.
Health of AIS Data Feed
Host shall respond to LLI within 24 hours of Host receiving notice of any issue with the LLI Equipment or LLI’s access to the AIS Data Feed. Notification will be given to Host through email to the email address set out in clause 10.1(a) above (and any other address duly notified to LLI by Host in writing).
Host shall ensure effective communication with LLI’s AIS technical team at all times, including responding to emails from LLI in a timely manner to ensure a comprehensive AIS hosting service is provided, and in any event shall respond substantively within two Business Days.
Data volume levels
Host should make all reasonable and timely effort to assist LLI in rectifying any defects in the AIS Data Feed, including but not limited to any drop in AIS data volumes, upon notification from LLI.
Should there be any external influences, such as a storm (or other natural disaster) or maintenance to Host’s building that can affect the LLI Equipment and/or AIS Data Feed (including but not limited to affecting the level of data volumes being sent to LLI), Host shall notify LLI within 24 hours of becoming aware of such external influences (or if earlier, within 24 hours of such external influences taking place).
4 August 2026 v1.0