Standard Terms and Conditions for AIS Hosts

BACKGROUND

(A) LLI is a commercialenterprise that sells licenses to access their data, information and insightsproducts relating predominantly to the maritime and shipping industry.

The Host isthe owner/legal proprietor of the Site, which the parties consider is suitable for hosting certain LLIEquipment.

Pursuant tothe terms set out in this Agreement, the parties have agreed that the Host shallcarry out the Hosting Services for LLI in relation to LLI Equipment hosted atthe Site, including ensuring that the Site will continually supply the AIS DataFeed to LLI for LLI’s internal, commercial or other usage.

(i) the existence, terms and the pricing of this agreement;
(ii) any information that would be regarded as confidential by a reasonable business person relating to the business, assets, affairs, customers, clients, suppliers, plans, market opportunities, operations, processes, product information, know-how, designs, trade secrets or software of the disclosing party;
(iii) any information that should, by its nature, be intrinsically considered to be confidential.

“LLI” means the legal entity that is part of LLI Group that enters into the agreement with the supplier.

“LLI Group” means Maritime Insights & Intelligence Limited, trading as Lloyd's List Intelligence, a company registered in England and Wales under company number 13831625 with the registered office address of Fifth Floor, 10 St. Bride Street, London, EC4A 4AD, United Kingdom, and its Affiliates.

“Order” means LLI's order for the Product(s), as set out in LLI's purchase order form or written acceptance of Company's quotation, or in whatever format as the case may be.

“Product(s)” means the goods and/or services (including any relevant deliverables) which are to be supplied by the Company to LLI.

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

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

1. designated on any Sanctions List;
   
   1. designated on any Sanctions List;
   2. that is, or is part of (including any agency or instrumentality of), a government of a Sanctioned Territory;
   3. 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;
   4. located, organised, operating from, incorporated under the laws of or residing in any Sanctioned Territory; or
   5. 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.

Terms and Conditions

1. Code of Conduct
   The Company shall comply at all times with LLI's code of conduct, as contained on LLI's website here: https://www.lloydslistintelligence.com/legal/supplier-code-of-conduct.
2. Data Protection
   
   1. The Company 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.
   2. The parties acknowledge and agree that each party is an independent data controller with respect to the personal data that they hold, whereby each party processes personal data for their own purposes.
   3. In the event that LLI is deemed to be the data controller and the Company is deemed to be LLI's data processor, then the Company shall comply with the following processor related obligations:
      
      1. Company shall only process personal data on instructions from LLI;
      2. Company shall not engage a sub-processor without LLI's prior written approval and, if approved, shall notify LLI in the event of any changes to any sub-processor;
      3. Company must implement appropriate technical and organisational measures to ensure the security of personal data (including protection from accidental or unlawful destruction, loss, alteration, disclosure of access);
      4. In the event of any potential, threatened or actual personal data breach, the Company shall notify LLI immediately of such breach;
      5. Company shall assist LLI (at no additional cost) in complying with LLI's obligations in respect of data protection law, including but not limited to data subject access requests and duties relating to personal data breaches;
      6. Company shall not transfer personal data to any jurisdiction save for the United Kingdom and European Union without LLI's prior written approval;
      7. Company shall comply in full with LLI's Privacy Policy (as contained here: https://www.lloydslistintelligence.com/legal/privacy); and
      8. Company shall comply with all other responsibilities and obligations imposed upon it pursuant to any applicable data protection laws and regulations.
3. Charges and Payment
   
   1. The charges for the Product(s) shall be set out in the Order, and shall be the full and exclusive remuneration of the Company in respect of the Product(s). Unless otherwise agreed in writing by LLI, the charges:
      
      1. shall include every cost and expense of the Company directly or indirectly incurred in connection with the supply of the Product(s); and
      2. shall not be increased during the term of this agreement.
   2. The Company shall invoice LLI upon completion of the supply of the Product(s), with any sum of duly chargeable value added tax (VAT) to be detailed in such invoice as appropriate.
   3. LLI shall pay the invoiced amounts to the bank account nominated in writing by the Company within 45 days of receipt of a correctly rendered invoice (or by such other deadline as may be mutually agreed by the parties).
   4. The Company shall maintain complete and accurate records of the time spent and materials used by the Company in supplying the Product(s), and shall allow LLI to inspect such records at all reasonable times on request. The Company shall retain all records relevant to this agreement for at least six years from the termination of this agreement.
   5. LLI may at any time, without notice to the Company, set off any liability of the Company to LLI against any liability of LLI to the Company, whether either liability is present or future, liquidated or unliquidated, and whether or not either liability arises under the contract between LLI and the Customer. Any exercise by LLI of its rights under this clause shall not limit or affect any other rights or remedies available to it under such contract or otherwise.
4. Confidentiality
   
   1. Each party shall keep the other party's Confidential Information secret and confidential, and shall not:
      
      1. use or disclose such Confidential Information except for the purpose of performance of its obligations under this agreement (“Purpose”); and
      2. 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 Purpose; and (ii) are strictly bound by confidentiality obligations at least as strict as the ones contained in this agreement.
   2. 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.
   3. At the request of the disclosing party, the other party shall:
      
      1. return or destroy any Confidential Information of the disclosing party (as requested);
      2. erase all such Confidential Information from its computer systems and electronic storage (to the extent practicable); and
      3. certify in writing to the disclosing party that it has complied with the requirements of this clause,
         
         provided that the other party may retain such Confidential Information to the extent required by law and as required to maintain evidence that it has performed its obligations under this agreement (whereby the confidentiality provisions in this agreement shall continue to apply to any such Confidential Information retained by the other party).
5. Intellectual Property Rights
   
   1. ‍The parties acknowledge and agree that each party's pre-existing intellectual property rights shall be owned by and remain the property of each respective party
   2. Any intellectual property which is developed solely for LLI shall belong to LLI.
   3. Company shall grant LLI the necessary perpetual non-exclusive rights in respect of Company's intellectual property to enable LLI to continue to use any deliverables related to the Product(s).
   4. Company shall indemnify LLI in respect of any claims by third parties against LLI which relate to LLI's use of their intellectual property pursuant to the supply of the Product(s) by the Company under this agreement.
6. Warranties
   
   1. ‍Company represents and warrants that any information provided by Company to LLI as part of LLI's due diligence (either in the form of responses to a questionnaire or otherwise) is true, accurate and complete.
   2. Company warrants that the Product(s) shall be supplied at an industry standard level of quality and be fit for LLI's purpose. Company further warrants that if the Product(s) are services then they shall be performed in a professional manner with all reasonable care, skill and diligence, and if the Product(s) are goods then they shall be of a satisfactory quality (within the meaning of the Sale of Goods Act 1979).
   3. The Parties agree and acknowledge that time is of the essence and Company warrants that the Product(s) shall be delivered on time. Company shall notify LLI as soon as reasonably practicable in the event of any delays to delivery, and if any such delay would materially impact LLI (as determined at LLI's sole discretion) then LLI may immediately terminate the agreement by written notice to the Company.
   4. Company warrants that it shall maintain sufficient industry-standard levels of security (whether physical, digital or otherwise) including annual checks and business continuity and disaster recovery policies which are tested annually. Company shall inform LLI as soon as reasonably practicable in the event of any breach of security which impacts LLI.
   5. Company warrants that it shall comply with all applicable laws, statutes, regulations and industry codes from time to time in force.
   6. Company represents and warrants that neither the Company nor any of its Affiliates is a Sanctioned Person or has 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. Company shall immediately inform LLI in writing if the Company or any of its Affiliates becomes (or is likely to become) a Sanctioned Person or a target of any Sanctions. Any breach of this warranty shall permit LLI to terminate this agreement immediately upon written notice to the Company.
7. Remedies
   
   1. If the Product(s) are not supplied on the relevant delivery date or do not comply with the warranties set out in clause 6(a) then, without limiting any of LLI's other rights or remedies, and whether or not it has accepted the Product(s), LLI may exercise any one or more of the following rights and remedies:
      
      1. to terminate the relevant contract or Order;
      2. to reject the Product(s) (in whole or in part) and return them to the Company at the Company's own risk and expense;
      3. to require the Company to repair or replace the rejected Product(s), or to provide a full refund of the price of any rejected Product(s) or of any Product(s) not provided;
      4. to refuse to accept any subsequent supply of the Product(s) which the Company attempts to make;
      5. to recover from the Company any costs incurred by LLI in obtaining substitute goods and/or services from a third party; and
      6. to claim damages for any other costs, loss or expenses incurred by LLI which are in any way attributable to the Company's failure to carry out its obligations under the relevant contract or Order.
   2. If the Company breaches any of the warranties set out in clause 6 then:
      
      1. LLI may terminate the relevant contract or Order with immediate effect by giving written notice to the Company; and
      2. LLI shall be entitled to receive a full refund of any charges paid to the Company in respect of the Product(s) which were not duly supplied in accordance with this agreement.
   3. In the event of any changes to the Product(s) which would impact LLI, the Company shall provide LLI with as much notice of such changes as is reasonable practicable. If any changes to the Product(s) would materially impact LLI, then LLI shall have the right to terminate the agreement immediately upon written notice to the Company.
8. Insurance
   ‍The Company shall maintain in force during the period of this agreement adequate insurance cover with reputable insurers, including but not limited to insurance policies in respect of goods and services, public liability, and professional indemnity.
9. Limitation of Liability
   
   1. LLI's total aggregate liability to the Company in respect of any and all breaches shall not exceed the charges paid by LLI to the Company pursuant to this agreement.
   2. The Company shall fully indemnify LLI in respect of any losses suffered by LLI, including but not limited to, loss of revenue by LLI, in relation to any third party claims, data protection claims and/or breaches of confidentiality which arise from the Company's actions and omissions in connection with this agreement.
10. Termination
    
    1. Upon thirty (30) days' written notice, LLI may terminate this agreement for convenience.
    2. Either party may terminate this agreement by written notice to the other in the event of:
       
       1. a material breach by the other party of any obligation under this agreement and, if the breach is capable of remedy, the party failing to remedy the breach within five (5) days of receipt of notice of such breach; or
       2. the other party suffering an insolvency or bankruptcy related event which prevents it from paying its debts as they fall due.
    3. If the Company undergoes any change of control, it shall immediately provide LLI with written notice of such change of control, and LLI may immediately terminate this Agreement upon written notice.
    4. Upon termination of this agreement (except for termination due to LLI's material breach), LLI shall be entitled to receive a (pro rata) refund of any charges paid to the Company in respect of the Product(s) which were not duly supplied in accordance with this agreement.
    5. Following termination of this agreement, the Company shall:
       
       1. provide LLI with reasonable assistance in transferring LLI's data and intellectual property (if applicable) to LLI; and
       2. permanently delete all LLI personal data and intellectual property from their systems.
11. Non-Solicitation
    
    1. The parties agree that during the term of this agreement, neither party shall solicit, entice away, endeavour to employ or employ any employee or officer of the other party without obtaining its prior written consent.
    2. Notwithstanding the above, either party may advertise for employment openings in the public domain and may hire as a result of unsolicited responses to such listings.
12. Miscellaneous
    
    1. Applicable laws
       Both parties shall comply with all applicable laws, statutes, codes and regulations, including but not limited to those relating to the prevention of bribery and corruption (including but not limited to the UK's Bribery Act 2010) and those relating to anti-slavery and human trafficking (including but not limited to the UK's Modern Slavery Act 2015). Upon LLI's request, the Company shall provide LLI with reasonable assistance in respect of LLI's obligations under applicable laws. Any breach of this provision by the Company shall be considered a material breach of this Agreement.
    2. Audit
       The Company agrees that LLI may, on reasonable notice to the Company and during normal business hours, audit the Company's compliance with this agreement, including but not limited to the inspection, review, verification and copying of the Company's records and documentation relating to this agreement. Such audit may only take place once per calendar year or in the event that LLI reasonably suspects that the Company has committed a breach of contract or applicable laws. The cost of such audit shall be borne by LLI unless the audit determines that the Company has committed a breach of contract or applicable laws, in which case the Company shall be responsible for the cost of such audit.
    3. Business Continuity
       The Company shall ensure that it has in place at all times a documented business continuity and disaster recovery plan, which shall be regularly tested and updated by the Company at least once a year and a copy of which shall be provided to LLI at their request.
    4. Force Majeure
       Neither party shall be in breach of this agreement or otherwise liable for any failure or delay in the performance of its obligations if such delay or failure results from events, circumstances or causes beyond its reasonable control (“Force Majeure Event”), and the time for performance of such obligations shall be extended accordingly. If a Force Majeure Event continues for more than 45 days, then LLI may terminate this agreement immediately upon written notice to the Company.
    5. Assignment
       Neither party may assign this agreement without the prior written consent of the other party, except that LLI will be permitted, without the Company'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.
    6. Notices
       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 recognised express mail courier or by email to the respective (email) address of LLI and the Company set forth in the agreement or to other addresses as the parties may specify in writing. Notices shall be deemed to have been given upon delivery.
    7. Severability
       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.
    8. Non-waiver
       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.
    9. Entire agreement
       This agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous and contemporaneous agreements, promises, assurances and understandings between them, whether written or oral, relating to its subject matter.
    10. Variation
        No variation of this agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
    11. No partnership
        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.
    12. Third party rights
        Except as expressly provided elsewhere in this agreement, a person who is not a party to this agreement shall not have any rights under the UK's Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement.
    13. Counterparts
        This agreement may be executed in any number of counterparts, each of which shall constitute a duplicate original, but all the counterparts shall together constitute the one agreement.
13. Governing Law and Jurisdiction
    
    1. ‍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) shall be governed by and construed in accordance with the law of England and Wales.
       
    2. Each party irrevocably agrees that the courts of England and Wales shall 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).
    
    

Dated 25 March 2025 v1.0