Last updated February 2023

1. Agreement to terms

1.1 These Terms of Use (“Terms”) constitute a legally binding agreement made between you, whether personally or on behalf of an entity (“You/Your”) and ShipServ Limited ("Company", “We”, “Us”, or “Our”), concerning both Your access to and use of the www.shipserv.com website both within the UK and internationally as well as any other media form, media channel, mobile website or mobile application related, linked, or otherwise connected to it. (collectively, the “Site”) and Your use (“User”) of any of Our products, software applications and services (“Services”). You agree that by accessing the Site, You have read, understood, and agreed to be bound by all of these Terms immediately on Your first use of www.shipserv.com. IF YOU DO NOT AGREE WITH ALL OF THESE TERMS, OR IF YOU DO NOT HAVE AUTHORITY TO ACCESS THE SITE THEN YOU AfRE EXPRESSLY PROHIBITED FROM USING THE SITE AND YOU MUST DISCONTINUE USE IMMEDIATELY.

1.2 The information provided on the Site is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject Us to any registration requirement within such jurisdiction or country. Accordingly, those persons who choose to access the Site from other locations do so on their own initiative and are solely responsible for compliance with local laws, if and to the extent local laws are applicable.

1.3 We may change these terms from time to time and so You should check these terms regularly. We will also continue to develop and improve Our Site over time, in some cases making significant changes to it. Your continued use of the Site will be deemed acceptance of the updated or amended terms. If You do not agree to the changes, You should cease using the Site. If there is any conflict between these terms and specific contract terms agreed between You and Us, and/or Our Privacy Policy, these terms will prevail.

2. Access to our site

2.1. Access to Our Site is free of Charge.

2.2 It is your responsibility to make any and all arrangements necessary in order to access Our Site.

2.3 You will not access the Site through automated or non-human means, whether through a bot, script, or otherwise.

2.4 You agree to use www.shipserv.com only for lawful purposes, and in a way that does not infringe the rights of, restrict or inhibit anyone else’s use and enjoyment of www.shipserv.com.

3. Accounts

In the event an account is required to use Our Site (“Account”):

3.1 You must be over 21 years of age.

3.2 the information You provide must be accurate and complete. If any information changes at a later date, it is Your responsibility to ensure Your Account is kept up to date.

3.3. We require You to choose a strong password for Your Account consisting of at least 8 characters, i.e. 1 lowercase character, 1 uppercase character, 1 special character and 1 numeric character. It is Your responsibility to keep your password safe. We will not be liable for any unauthorized use of Your Account.

3.4. You must not use anyone else’s Account (without their express written permission)

3.5 Any personal information provided in Your Account will be collected, used, and held in accordance with Your rights and Our obligations as set out below.

4. Account closure

4.1 If you wish to close Your Account You may do so at any time. We keep some of Your data even after You close Your account. We generally delete closed account information within 30 days of account closure except as noted below.

4.2 We retain Your personal data even after Your account is closed if reasonably necessary to comply with Our legal obligation, meet regulatory requirements, resolve disputes, maintain security, prevent fraud and abuse, and enforce Our User Agreement. We will retain de-personalised information after Your account has been closed.

4.3 Information You have shared with others (e.g. through email) is data that We no longer control, and We have no responsibility and/or obligations to You in this respect.

5. Our intellectual property rights and licence

5.1 We grant You a limited, non-exclusive, revocable, worldwide, non-transferable licence to use Our Site and Services for business purposes.

5.2 You agree that all copyright, trademarks, design rights, patents and other intellectual property rights (registered and unregistered) in and on www.shipserv.com and all content located on the Site (including all user facing material and all underlying material such as code, software and databases) unless specifically labelled, belongs to Us or has been licensed by Us. All content is protected by applicable United Kingdom and international property laws and treaties.

5.3 Subject to this licence granted to Us, Users retain the ownership of copyright and other intellectual property rights in their User Content save for as set out in clause 6.3, and also You agree that We may disclose to other Users:

5.3.1. Your name, address, email address or other contact information including that of any individual provided for the purposes of Your use of Your ShipServ Services);

5.3.2 Your name, logo and hypertext links to Your website on its website and similar marketing materials, but ShipServ shall not use them in any advertising without Your prior permission;

5.3.3 any information where ShipServ deems it to be necessary to do so for the proper operation of the ShipServ Services;

5.4 You may not copy, reproduce, republish, or otherwise attempt to acquire any part of Our Site or disassemble, decompile or otherwise reverse engineer Our Site.

6. User content

6.1 You agree that You will be solely responsible for the quality, accuracy, and reliability of any information You provide, create, and/or upload. Specifically You agree, represent and warrant that You have the right to create or upload that information and the right to use all materials of which it is comprised, and that it will not contravene any of Our Acceptable Use Policy set out below.

6.2 In the event a Document is attached to a Transaction and there is any discrepancy of any nature between the Data provided and the Document attached, the Document attached will prevail and be relied on by all parties. ShipServ accepts no responsibility and/or liability, for the accuracy of any data provided by any user at any time.

 

6.3 You agree that You will be liable to Us and will, to the fullest extent permissible by law, indemnify Us for any breach of warranties given by You in clause 6.1. You will be responsible for any loss or damage suffered by Us as a result of such breach.

6.4 While You retain ownership of Your user content as above, by creating or uploading content You grant Us an unconditional, non exclusive, fully transferable, royalty free, perpetual, worldwide licence to use, store, archive, publish, transmit, adapt, edit, reproduce, distribute, prepare derivative works from, display perform and sub-licence Your user content for the purpose of providing our Services and promoting our Site.

6.5 We take technical measures to limit and/or restrict the ability of users to unlawfully copy user content. Despite such measures, We do not make any representation or warranty that Your user content will not be unlawfully copied without Your permission.

6.6 ShipServ is not a party to or otherwise a participant in User-to-User transactions and, in the event of any dispute or proceedings (whether civil or criminal) regarding such transactions between You and another User or any other third party (including any government authority), You will defend, protect and indemnify ShipServ, its agents, contractors, officers, directors and employees from any and all claims, loss, damages and fines arising out of, or in any way connected with such dispute, except to the extent that ShipServ is in breach of these Terms.

7. Acceptable Usage and ShipServ Rules

7.1 You may only use Our Site and Services in a manner that is lawful and that complies with this Clause 7. Specifically:

7.1.1 You must ensure that You comply fully with any and all applicable local, national and international laws and/or regulations;

7.1.2 You must not use Our Site in any way or for any purpose, that is unlawful or fraudulent;

7.1.3 You must not use Our Site to knowingly send, upload, or in any other way transmit data that contains any form of virus or other malware, or any other code designed adversely to affect computer hardware, software, or any data of any kind; and

7.1.4 You must not use Our Site in any way or for any purpose that is intended to harm any person or persons in any way.

Each User is responsible for ensuring the application of its own trading conditions in respect of its dealings with other Users.

7.1.6 It is the User’s responsibility to ensure that its trading conditions are made available to another User.

7.1.7 Each User will seek to:

a. have in place a security and safety system under which only authorised staff can create valid transactions and which minimises the risk of any other User’s information being lost or damaged or being seen or misused by another User or a third party;

b. take sufficient precautions to minimise the risk of viruses being transmitted to other Users;

c. not abuse other Users by e.g. as a buyer, seeking quotations for an order from an excessive number of suppliers;

d. not use information about other Users made available by ShipServ to conduct excessive marketing campaigns.

 

7.2 The Following types of User content are not permitted on Our Site and You must not create, submit, communicate, or otherwise do anything that:

7.2.1 is sexually explicit;

7.2.2 is obscene, deliberately offensive, hateful, or otherwise inflammatory;

7.2.3 promotes violence or assists in any form of unlawful activity;

7.2.4 discriminates against, or is in any way defamatory of, any person, group or class of persons, race, sex, religion, nationality, disability, sexual orientation, disability, or age;

7.2.5 is intended or otherwise likely to threaten, harass, annoy, alarm, inconvenience, upset or embarrass another User or person.

7.2.6 is intended to deceive or infringe (or threaten to infringe) another person’s right to privacy.

7.2.7 implies any form of affiliation with Us where none exists.

7.2.8 is a breach of any legal duty owed to a third party including, but not limited to, contractual duties and duties of confidence.

8. Termination

8.1 We reserve the right to suspend or terminate Your Account and or Your access to Our Site if you materially breach the provisions of clause 7 or any other provision of these Terms. Specifically, We may take one or more of the following actions:

8.1.1 Suspend, whether temporarily or permanently, Your Account and/or Your access to our Site;

8.1.2 Remove any of Your User content that violates Our Acceptable Usage Policy;

8.1.3 Issue You with a written warning;

8.1.4 Take legal proceedings against You for reimbursement costs on an indemnity basis resulting from Your breach and take further legal action against You as appropriate;

8.1.5. Any other actions We deem reasonably appropriate and lawful.

8.2 We hereby exclude any and all liability arising out of any actions (including but not limited to), those set out above, that We may take in response to any breaches of these Terms.

9. Disclaimers

9.1 We make no representation, warranty, or guarantee that Our Site will meet Your requirements or that it will be fit for a particular purpose, or that it will not infringe the rights of third parties, or that it will be compatible with all software and hardware, or that it will be secure.

9.2 We make reasonable efforts to ensure the content on Our Site is complete, accurate and up to date. We do not, however, make representations, warranties or guarantees (whether express or implied) that the Site (and content on it) is complete, accurate or up to date.

9.3 ShipServ is a facilitator and not a marketplace. It is not directly involved in the selling, listing, payments, pricing, and/or quality of items, decision making, and/or taking or accepting orders, or processing sales. All business activities carried out by the Client with any buyer or seller, are wholly between the buyer and seller and ShipServ provides the Services only as a link between the client and buyers and sellers. All payments for products, and transactions through the platform are handled outside the platform with no involvement from the platform.

 

10. Our liability

10.1 To the fullest extent permissible by law, We accept no liability for any foreseeable loss in contract, tort, (including negligence), for breach of statutory duty, or otherwise arising out of or in connection with the use of (or inability to use) the Site, or the use of or reliance on any content, whether the content is provided by US or whether it is User content included on Our Site.

10.2 To the fullest extent permissible by law we exclude all representations, warranties and guarantees (whether express or implied) that may apply to our Site.

10.3 We exercise all reasonable skill and care to ensure our Site is free from viruses and other malwares. We accept no liability for any loss or damage resulting from a virus or other malware, or other harmful material that may adversely affect your hardware, software, data, or other material that occurs from Your use of our Site.

10.4 Nothing in these Terms excludes or restricts Our liability in any situation where it would be unlawful for us to do so including fraud or fraudulent misrepresentation, for death or personal injury resulting from negligence, or for any other forms of liability which cannot be excluded or restricted by law.

11. Viruses, malware and security

11. 1 We exercise all reasonable skill and care to ensure that our Site is secure and free from viruses and other malware. We do not however guarantee that Our Site is secure or free from viruses or other malware and accept no liability in this respect

11.2 You are responsible for protecting Your hardware, software, data and other material from viruses, malware and other internet security risks.

11.3 You must not deliberately introduce viruses or other malware, or any other material which is malicious or technologically harmful either to or via Our Site.

11.4 You must not attempt to gain unauthorised access to any part of Our Site, the server on which Our Site is stored, or any other server, computer, or database connected to Our Site.

11.5 By breaching the above You may be committing a criminal offence under the Computer Misuse Act 1990. Any and all such breaches will be reported to the relevant law enforcement authorities. We will co-operate fully with those authorities by disclosing Your identity to them. Your right to use Our Site will cease immediately.

12. Data protection/ privacy and cookies

12.1 The use of Our Site is also governed by Our Privacy and Cookie Policies. These policies are incorporated into these Terms. We will comply with Our obligations, and safeguard your rights under the General Data Protection Regulation (GDPR) (EU) 2016/679.

12.2 Notwithstanding the rights given to Us in clause 5 We will not provide any personal information that would enable the prices of any goods or services purchased or sold by an individual User, or the quantities of any goods purchased or sold by an individual User to be identified by another User.

13. Communications from us

13.1 If you have an Account, We may from time to time send you important notices by email. Such notices may relate to matters including, but not limited to, service changes, changes to these Terms, and changes to Your Account.

13.2 You may opt out at any time in the event You do not wish to receive marketing emails. It may take up to 30 days for Us to comply with Your request.

14. Other important terms

14.1 We may transfer (assign) Our obligations and rights under these Terms to a third party. This may happen for example if We sell Our business. If this occurs You will be informed by US in writing. Your rights under these Terms and Conditions will be transferred to the third party who will remain bound by them.

14.2 You may not transfer (assign) Your obligations and rights under these Terms without our express written permission.

14.3 If any of the provisions of these Terms are found to be unlawful, invalid, or otherwise unenforceable by any court or other authority, that/those provision(s) shall be deemed severed from the remainder of these Terms. The remainder of these Terms will be valid and enforceable.

14.4 No failure or delay by Us in exercising any of Our rights under these Terms means that We have waived that right, and no waiver by Us of a breach of any provision of these Terms means that We will waive any subsequent breach of the same or any other provision.

15. Changes to these terms

15.1 We may alter these Terms at any time. Any such changes will become binding on You upon Your first use of Our website after the changes have been implemented. You are therefore advised to check this page from time to time.

15.2 In the event of any conflict between the current version of these Terms and any previous version(s), the provisions current and in effect shall prevail unless it is expressly stated otherwise.

16. Modifications and interruptions

16.1 We reserve the right to change, modify, or remove the contents of the Site at any time or for any reason at our sole discretion without notice. However, we have no obligation to update any information on our Site. We also reserve the right to modify or discontinue all or part of the Site without notice at any time. We will not be liable to you or any third party for any modification, suspension, or discontinuance of the Site.

16.2 We cannot guarantee the Site will be available at all times. We may experience hardware, software, or other problems or need to perform maintenance related to the Site, resulting in interruptions, delays, or errors. We reserve the right to change, revise, update, suspend, discontinue, or otherwise modify the Site at any time or for any reason without notice to you. You agree that we have no liability whatsoever for any loss, damage, or inconvenience caused by your inability to access or use the Site during any downtime or discontinuance of the Site. Nothing in these Terms of Use will be construed to obligate us to maintain and support the Site or to supply any corrections, updates, or releases in connection therewith.

17. Force majeure

17.1 Neither party will be liable for any failure or delay in performing an obligation under this Agreement that is due to any of the following causes (which events and/or circumstances are hereinafter referred to as “Force Majeure”), to the extent beyond its reasonable control: acts of God, accident, riots, war, terrorist act, epidemic, pandemic, (including Covid-19) quarantine, civil commotion, breakdown of communication facilities, breakdown of web host, breakdown of internet service provider, natural catastrophes, governmental acts or omissions, changes in laws or regulations, national strikes, fire, explosion, generalized lack of availability of raw materials or energy.

17.2 For the avoidance of doubt, Force Majeure shall not include (a) financial distress nor the inability of either party to make a profit or avoid financial loss, (b) changes in the market prices or conditions or (c) a party’s financial inability to perform its obligations hereunder.

18. Law and jurisdiction

18.1 These Terms and the relationship between You and Us (whether contractual or otherwise) shall be governed by, and construed in accordance with the law of England and Wales.

18.2 Any dispute, controversy, proceedings or claim between You and Us relating to these Terms, the Contract, or the relationship between You and Us (whether contractual or otherwise) shall be subject to the exclusive jurisdiction of the courts of England and Wales.