END USER LICENSE AGREEMENT

Updated 11th November, 2021

If you do not agree to the terms of this agreement, please refrain from using the Platform.

By using and/or registering to use the Platform, you must read, agree with and accept all of the terms and conditions contained in this agreement. This agreement is provided to you and concluded in English. You agree that any use by you of the Platform shall constitute your acceptance of this agreement. Voyage Control recommends that you store or print a copy of this agreement (including all policies) for your records. This end user license agreement (this “agreement”) (together with the documents referred to in it) is a legal agreement between you and Voyage Control Limited incorporated and registered in England and Wales with company number 06793287 and whose registered office is at Stapleton House 110 Clifton St, London EC2A 4HT, United Kingdom (VAT Number: 974509192) (“Voyage Control”) for the use of the Platform (as defined below). For the purposes of clauses 11 to 13 (inclusive) only, you also agree to contract with the Client.

1. Interpretation

1.1 The following definitions shall apply in this agreement:

Acceptable Use Restrictions: has the meaning given to it in clause 5.1.

Cookie Policy: Voyage Control’s cookie policy is available on another section of this webpage, which sets out information about the online cookies used by Voyage Control.

Customers: the Client’s customers, suppliers and other third parties that require access to the Site(s).

Client: the owner and/or operator of the Site(s) that has separately contracted with Voyage Control (or a partner of Voyage Control) for the use of the Platform. Licence

Restrictions: has the meaning given to it in clause 4.1.

Platform: Voyage Control’s logistics management software platform.

Data Retention Policy: Voyage Control’s data retention policy available on another section of this page, which sets out the terms on which Voyage Control processes any personal data Voyage Control collect from you, or that you provide to Voyage Control.

Site(s): means the site(s) owned and/or operated by the Client and which form part of a separate agreement between Voyage Control and the Client.

Subscription Term: the duration of the separate agreement between the Client and Voyage Control for the use of the Platform.

1.2 Clause headings shall not affect the interpretation of this agreement.

1.3 Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.

1.4 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).

1.5 Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.

1.6 A reference to laws in general is a reference to all local, national and directly applicable supra-national laws as amended, extended or reenacted from time to time and shall include all subordinate laws made from time to time under them and all orders, notices, codes of practice and guidance made under them.

1.7 Unless otherwise specified, a reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time and shall include all subordinate legislation made from time to time under that statute or statutory provision and all orders, notices, codes of practice and guidance made under it.

1.8 A reference to writing or written includes e-mail and all digitally recorded text.

1.9 Any obligation on a party not to do something includes an obligation not to allow that thing to be done and an obligation to use best endeavours to prevent that thing being done by another person.

1.10 Any words following the terms including, include, in particular, for example, or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

2. Applicable terms

2.1 This agreement refers to the following additional terms, which also apply to your use of the Platform:

(a) Voyage Control’s Data Retention Policy; and

(b) Voyage Control’s Cookie Policy.

2.2 If you subscribe for any of Voyage Control’s other services you will also have to agree to the terms that govern the service you have subscribed for.

3. Licence Subject to your compliance with the terms and conditions of this agreement, Voyage Control hereby grants you a non-exclusive, non-transferable licence to use the Platform during the Subscription Term solely for use as part of the Client’s internal business operations. Voyage Control reserves all other rights.

4. Licence restrictions

4.1 Except as expressly set out in this agreement or as permitted by any local law, you agree:

(a) to use all reasonable endeavours to prevent any unauthorised access to, or use of, the Platform and, in the event of any such unauthorised access or use, promptly notify Voyage Control;

(b) not to copy the Platform except where such copying is incidental to normal use, or where it is necessary for the purpose of back-up or operational security;

(c) not, except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties:

(i) and except to the extent expressly permitted under this agreement, to attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Platform in any form or media or by any means; or

(ii) attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Platform;

(d) not to access all or any part of the Platform in order to build a product or service which competes with the Platform;

(e) not to license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Platform available to any third party;

(f) not to attempt to obtain, or assist third parties in obtaining, access to the Platform;

(g) to include Voyage Control’s copyright notice on all entire and partial copies you make of the Platform on any medium;

(h) not to provide or otherwise make available the Platform in whole or in part (including object and source code), in any form to any person without prior written consent from Voyage Control; and

(i) to comply with all technology control or export laws and regulations that apply to the technology used or supported by the Platform, (together the “Licence Restrictions”).

4.2 You warrant to Voyage Control that all the information you provide to Voyage Control is true and accurate to the best of your knowledge.

5. Acceptable use restrictions

5.1 You must:

(a) not use the Platform in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with this agreement, or act fraudulently or maliciously, for example, by hacking into or inserting malicious code, including viruses, or harmful data, into the Platform or any operating system;

(b) not infringe Voyage Control’s intellectual property rights or those of any third party in relation to your use of the Platform (to the extent that such use is not licensed by this agreement);

(c) not transmit any material that is defamatory, offensive or otherwise objectionable in relation to your use of the Platform;

(d) not use the Platform in a way that could damage, disable, overburden, impair or compromise Voyage Control’s systems or security or interfere with other users; and

(e) not collect or harvest any information or data from the Platform or Voyage Control’s systems or attempt to decipher any transmissions to or from the servers running the Platform, (together the “Acceptable Use Restrictions”).

6. Accessing the Platform

6.1 Access to the Platform is permitted on a temporary basis and Voyage Control reserves the right to withdraw or amend the services Voyage Control provide on the Platform without notice. Voyage Control will not be liable under this agreement if for any reason the Platform is unavailable at any time or for any period. For the avoidance of any doubt, this clause 6 is without prejudice to any service levels that have been separately agreed between the Client and Voyage Control.

6.2 From time to time, Voyage Control may restrict access to some functionality or parts of the Platform, or the entire the Platform, to users.

6.3 If you choose, or you are provided with, a user identification code, password or any other piece of information as part of Voyage Control’s security procedures, you must treat such information as confidential, and you must not disclose it to any third party. Voyage Control has the right to disable any user identification code or password, whether chosen by you or allocated by Voyage Control, at any time, if in Voyage Control’s sole opinion you have failed to comply with any of the provisions of this agreement.

6.4 You must not misuse the Platform by knowingly introducing viruses, Trojans, worms, logic bombs or other material which is malicious or technologically harmful. You must not attempt to gain unauthorised access to the Platform, the server on which the Platform is stored or any server, computer or database connected to the Platform. You must not attack the Platform via a denial-of-service attack or a distributed denial-of service attack.

6.5 If you breach clause 6.4, you will be committing a criminal offence under the Computer Misuse Act 1990. Voyage Control will report any such breach to the relevant law enforcement authorities and Voyage Control will co-operate with those authorities by disclosing your identity to them. In the event of such a breach, Voyage Control reserves the right to immediately cease your right to use the Platform.

6.6 By using the Platform, you consent to Voyage Control collecting and using technical information about your devices and related software, hardware and peripherals to improve Voyage Control’s Platform and to provide any services to you.

7. Third party providers The Platform may contain links to other independent third-party websites (“Third-party Sites”). Third-party Sites are not under Voyage Control’s control, and Voyage Control is not responsible for and does not endorse their content or their privacy policies (if any). You will need to make your own independent judgment regarding your interaction with any Third-party Sites, including the purchase and use of any products or services accessible through them.

8. Eligibility

8.1 To be eligible to use the Platform, you must:

(a) be at least 18 years old;

(b) by a duly authorised employee, agent or consultant of the Client or a Customer; and

(c) agree to the terms and conditions of this agreement.

8.2 You represent and warrant to Voyage Control that you are authorised by the Client to use the Platform.

9. Indemnity You hereby agree to indemnify defend and hold harmless Voyage Control, its subsidiaries, successors, assignees, affiliates, agents, directors, officers, employees and shareholders from and against any and all claims, liabilities, obligations, damages, losses, expenses, and costs, (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by Voyage Control arising out of or in connection with:

(a) your breach or negligent performance of this agreement; or

(b) the enforcement of this agreement.

10. Intellectual property rights

10.1 Voyage Control is the owner or the licensee of all intellectual property rights in the Platform, and in the material published on it. Those works are protected by copyright laws and treaties around the world. All such rights are reserved. Except as expressly stated herein, this agreement does not grant you any rights to, or in, patents, copyright, database right, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Platform.

10.2 You acknowledge that you have no right to have access to the Platform in sourcecode form.

10.3 The trade marks, service marks, and logos (“Trade Marks”) contained on the Platform are owned by Voyage Control, its group companies or third party partners of Voyage Control. You cannot use, copy, edit, vary, reproduce, publish, display, distribute, store, transmit, commercially exploit or disseminate the Trade Marks without the prior written consent of Voyage Control, the relevant group company or the relevant third party partner of Voyage Control.

10.4 Our status (and that of any identified contributors) as the authors of content on the Platform must always be acknowledged.

10.5 If you print off, copy or download any part of the Platform in breach of this agreement, your right to use the Platform will cease immediately and you must, at Voyage Control’s option, return or destroy any copies of the materials you have made.

10.6 The views expressed by other users on the Platform do not represent Voyage Control’s views or values.

11. Access to the Site(s)

11.1 Voyage Control merely provides access to the Platform. You acknowledge and agree that the right to enter the Site(s), all health and safety measure and all other procedures are the solely a matter between you and the Client.

11.2 For the purposes of this agreement, but subject always to the Client’s instructions, the Client is deemed to have granted you a limited, non-transferable, revocable licence to access the Site(s) solely for the purpose of the performance by you of your logistics and/or freight tasks. You acknowledge and agree that the Client may, in its sole and absolute discretion, revoke your right to access the Site(s) at any time.

12. Suspension of the Platform Voyage Control or the Client may, it its absolute discretion, suspend your access to the Platform if it reasonably believes you have breached (or believes you are likely to breach) the terms of this agreement.

13. The Client’s liability You acknowledge and agree that, to the extent any liability arises out of or in connection with any matter other than access to the Platform, your sole right to claim remedies will be against the Client and/or any other third party and not Voyage Control.

14. Changes to these terms Voyage Control may revise this agreement at any time by notifying you of a change when you next use the Platform. The new terms may be displayed on-screen and you may be required to read and accept them to continue your use of the Platform.

15. No warranty

15.1 Use of the Platform is at your own risk. The Platform is provided on an “as is” basis. Voyage Control does not warrant or guarantee that the Platform and all or part of its contents will be always available or that its use will not be interrupted.

15.2 You acknowledge that the Platform may not be free of bugs or errors and you agree that the existence of any minor errors shall not constitute a breach of this agreement.

15.3 You acknowledge that the data and other content available on the platform may not be correct and Voyage Control makes no such guarantee.

16. Voyage Control’s liability

16.1 You acknowledge that the Platform has not been developed to meet your individual requirements.

16.2 Voyage Control accepts no liability for any loss arising out of or in connection with matters outside of its control.

16.3 Voyage Control has no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity.

16.4 Voyage Control is only responsible for loss or damage you suffer that is a foreseeable result of Voyage Control’s breach of this agreement or Voyage Control’s negligence up to the limit specified in clause 13.5, but Voyage Control is not responsible for any unforeseeable loss or damage. Loss or damage is foreseeable if it is an obvious consequence of Voyage Control’s breach or if they were contemplated by you and Voyage Control at the time Voyage Control granted you the agreement.

16.5 Our maximum aggregate liability under or in connection with this agreement whether in contract, tort (including negligence) or otherwise, shall in all circumstances be limited to £100. This does not apply to the types of loss set out in clause 16.6.

16.6 Nothing in this agreement shall limit or exclude Voyage Control’s liability for:

(a) death or personal injury resulting from Voyage Control’s negligence;

(b) fraud or fraudulent misrepresentation; and

(c) any other liability that cannot be excluded or limited by English law.

16.7 To the extent permitted by law, Voyage Control excludes all conditions, warranties, representations or other terms which may apply to the Platform or any content on it, whether express or implied.

17. Termination and cancellation

17.1 Voyage Control may terminate this agreement immediately by written notice to you: (a) if you commit a material or persistent breach of this agreement which you fail to remedy (if remediable) within 14 days after the service of written notice requiring you to do so; or (b) if you breach any of the Licence Restrictions or the Acceptable Use Restrictions.

17.2 On termination for any reason: (a) all rights granted to you under this agreement shall cease; and (b) you must immediately cease all activities authorised by this agreement, including your use of the Platform and certify to Voyage Control that you have done so.

17.3 Any provision of this agreement that expressly or by implication is intended to come into or continue in force on or after termination or expiry of this agreement shall remain in full force and effect.

18. Transfer of rights and obligations

18.1 This agreement is binding on you and Voyage Control and on Voyage Control’s respective successors and assignees. For the purposes of clauses 11 to 13 (inclusive) this agreement is also binding on you, the Client and Voyage Control (and its respective successors and assignees).

18.2 You may not transfer, assign, charge or otherwise dispose of this agreement, or any of your rights or obligations arising under it, without Voyage Control’s prior written consent.

18.3 Voyage Control may assign, charge, novate or otherwise dispose of this agreement without your prior written consent.

19. Variation 18.4 For the purposes of clauses 11 to 13 (inclusive), the Client may not transfer, assign, charge or otherwise dispose of this agreement, or any of your rights or obligations arising under it, without Voyage Control’s prior written consent.

20. Waiver Subject to clause 14, no variation of this agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

21. Severance

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.

21.1 If any provision (or part of a provision) of this agreement is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force.

21.2 If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.

22. Third party rights This agreement does not confer any rights on any person or party (other than the parties to this agreement and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.

23. Communications Voyage Control is required to provide certain information to you in writing. By accepting this agreement, you agree that Voyage Control can communicate with you electronically either by email or by posting notices on the Platform.

24. Entire Agreement This agreement and any document expressly referred to in it constitutes the whole agreement between Voyage Control and supersedes any previous discussions, correspondence, arrangements or understandings between Voyage Control.

25. Governing law and jurisdiction

25.1 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.

25.2 Any dispute or claim arising out of or in connection with this agreement will be subject to the exclusive jurisdiction of the courts of England and Wales.

26. Contact Voyage Control

To contact Voyage Control, please email info@voyagecontrol.com

 

Contact us at info@voyagecontrol.com if you have questions about any of our legal policies.