Term and Conditions of Use of the Affinity Website

In these Terms and Conditions these expressions will have the following meanings:

 

(a)    “Affinity” is Affinity (Shipping) LLP, Reg. No OC 395209, a limited liability partnership registered in England and Wales, including its subsidiaries and affiliates,

 

(b)    “Company” is the person, firm or company with which Affinity enters into a contract or to which the Website is made available,

 

(c)    “Website” is the Website which Affinity will provide to the Company on a subscription basis for the term,

 

(d)    “Charges” are charges payable to Affinity by the Company in return for Affinity providing the Website and such Charges are those specified from time to time by Affinity,

 

(e)    “Conditions” are these Terms and Conditions.

 

1    Acceptance of Orders

 

Orders will be accepted entirely at the discretion of Affinity and, if accepted, are governed by these Conditions.

 

An order will be deemed to have been accepted by Affinity upon the earliest of:

 

1.1    Communication to the Company that the order has been recorded and will be fulfilled once access to the Website is available, or despatch of an invoice to the Company for access to the Website,

 

1.2    Delivery of all or part of the Website to the Company or the Company’s nominee; or

 

1.3    Commencement of the supply of the Website by Affinity, or Affinity having provided the Company with access to the Website.

 

Where the Company has requested that access to the Website is to be made available to a nominee, Affinity may agree to such a request in their absolute discretion and, if accepted, access to the Website by the nominee will be subject to these terms and conditions and the Company will at all times be responsible for the compliance with the terms and conditions by such nominee.

 

2    Limitation of Liability

 

The information contained within reports on the Website is given in good faith based on the current market situation at the time reports are prepared and as such is specific to that point only. While all reasonable care has been taken in the preparation and collation of information in the reports, Affinity and all associated and affiliated companies do not accept any liability whatsoever for any errors of fact or opinion based on such facts.

 

Some of the material on the Website is provided by third parties and Affinity cannot be held responsible for third party material. It is further understood and agreed that the complex nature of the shipping business may result in inherent limitations, inaccuracies and shortfalls in the material and other information collected, processed and provided by Affinity. For example:

 

2.1     Material may be based on estimates or subjective judgements (such as ship prices where no sales information for comparable ships is available);

 

2.2     The information in the databases of other maritime data collection agencies may vary from the information in the Affinity database.

 

Some industry information relating to the shipping industry can be difficult to find or establish. Some data may not be available and may need to be estimated or assessed and where such data may be limited or unavailable subjective assessment may have to be used.


No market analysis can guarantee accuracy. The usual fundamentals may not always govern the markets, for example psychology, market cycles and external events (such as acts of god or developments in future technologies) could cause markets to depart from their natural/usual course.

 

Such external events have not been considered as part of this analysis. Historical market behaviour does not predict future market behaviour and shipping is an inherently high risk business. You should therefore consider a variety of information and potential outcomes when making decisions based on the information contained in reports on the Website.

 

All information provided by Affinity is without any guarantee whatsoever. Affinity, including any of its subsidiaries or affiliates, will not be liable for any consequences thereof.

 

The reports are intended solely for the information of the Company and must not be passed or divulged to any third parties whatsoever without the written permission of Affinity. Affinity accepts no liability to any third parties whatsoever. If permission is granted, you must disclose the full report including all disclaimers, and not selected excerpts which may be taken out of context.

 

3    Assignment


Neither the Company nor Affinity may sell, assign or transfer its rights and/or obligations under this contract.

 

4    Duties

 

Affinity will supply access to the Website to the Company throughout the Term in consideration of the Company paying to Affinity the Charges. 

 

Affinity reserves the right to suspend the website at any time for operational or other reasons. Affinity cannot guarantee that the Website will be available at all times without interruption. 

 

The Company will not distribute any of the Website or any material derived therefrom to any third party without the written permission of Affinity. The Company is obliged to keep login details private and confidential and to indemnify Affinity for any misuse of the Company’s login details. 

 

The Company will provide such assistance as Affinity may reasonably request to assist Affinity in providing access to the Website to the Company and will appoint and notify Affinity of a person to be the Company's authorised representative with whom Affinity should consult in connection with the provision of the Website.

 

The Company will not use the Website for any improper or unlawful purpose and the Company will comply at all times with the terms of the contract. The Company will use the Website only for its own internal purposes and any use of data derived from the Website will have its source appropriately acknowledged by the Company. The Company will comply with any reasonable instructions which Affinity may issue from time to time relating to the Website.

 

5    Intellectual Property Rights 

 

The copyright and other intellectual property rights in data, information, products or advice and all programs, files and other documents prepared by Affinity are and will, at all times, remain the property of Affinity, and the Company irrevocably acknowledges and agrees that the supply of access to the Website to it by Affinity will not serve to transfer any such rights.

 

6    Payment Terms

 

Unless otherwise agreed in writing the Company will pay the Charges to Affinity as specified in the Quotation. Affinity will issue VAT invoices for all such Charges.

 

If the Company fails to make any payment within 30 days of the due date then, without prejudice to any other right or remedy available to Affinity, Affinity will be entitled to cancel the contract or suspend the provision of access to the Website, and any amount not paid to Affinity by the due date for payment will be interest at the rate of 6% per annum above the base rate of Royal Bank of Scotland PLC from time to time, accruing from day to day, from the due date for payment until payment is actually made.

 

All rates and charges specified in any Quotation and these Conditions or in any other documentation, are quoted exclusive of VAT which will be payable at the rate prevailing at the time, and unless otherwise specified, such rates and charges are quoted exclusive of delivery charges, bank charges, currency conversions and commissions, import duties, taxes or any other such charges, which are the responsibility of the Company.

 

Affinity reserves the right to refuse the Company credit and demand payment prior to supply of access to the Website.

 

7     Termination


Where access to the Website is sold on a subscription basis, the contract will continue initially for the period stated in the Order (the “Initial Term") or, as otherwise agreed by Affinity in writing, and unless the contract is terminated by either party giving no less than 30 days’ written notice of termination to the other party prior to the end of the Initial Term, the contract will continue automatically to the next anniversary of the end of the Initial Term and to each succeeding anniversary unless and until a party terminates the contract by giving no less than 30 days’ written notice of termination to the other party to expire on such an anniversary date.


Affinity will be entitled to increase the Charges of the subscription for access to the Website with effect from the end of the Initial Term or any anniversary thereof by giving the Company no less than 30 days’ written notice of an increase in the Charges.


A contract may be terminated immediately by either party at any time by giving notice in writing to the other party if the other party commits any material breach of the contract which is not capable of being remedied, or the other party commits a material breach of contract and where capable of remedy has failed to remedy it within 30 days of having been given written notice to do so. 


Affinity reserves the right to vary or to change any of these terms from time to time. Any change will become effective immediately upon posting to the Website.  By continuing to use the Website, the Company will be agreeing to accept any such change. 

In addition to termination under any other provision of these Conditions, Affinity will be entitled to terminate the provision of the Website where the Company undergoes a change of control within the meaning of section 416 of the Income and Corporation Taxes Act 1988.

Upon termination of the contract any outstanding Charges must be paid in full forthwith by the Company to Affinity.

 

8    Indemnity

 

The Company will indemnify Affinity and all associated and affiliated companies fully against all claims, losses, liabilities, costs (including legal costs) and expenses which Affinity may suffer or incur as a result of any breach by the Company of its obligations under the contract or these Conditions or as a result of any misuse of the Website by the Company.

 

9    Force Majeure

 

Affinity will not be responsible for any delay or failure to fulfil any of its obligations under the Contract nor be liable for any loss or damage suffered or incurred by the Company by reason of any failure or delay in delivery of Websites or any part thereof caused directly by any act of god, war, government or parliamentary restriction, import or export regulation, strike, lockout, trade dispute, fire, theft, flooding, breakdown of plant or premises, late or non-delivery of any supplies or any other cause whatsoever beyond the reasonable control of Affinity.

 

10    Governing Laws

 

The contract will be governed by and interpreted according to the laws of England and the parties hereby submit to the exclusive jurisdiction of the English courts. Any dispute under this Agreement will be settled by arbitration in London, UK.

 

The Company agrees that, in the event that it breaches its obligations not to pass or to divulge the reports to any third parties, then money damages may not be a sufficient remedy for harm that Affinity would suffer and accordingly Affinity shall be entitled, in addition to any other remedies or money damages, to injunctive or other equitable relief as a remedy for any such breach.