Charter party clauses

RightShip does not support the use of a RightShip clause in a charter party arrangement.

RightShip receive real-time data to provide an accurate vessel prediction, and the risk recommendation provided by RightShip is only valid for that particular customer at that particular time and date.

RightShip is aware that a number of existing clauses are not practicable and this may lead to disputes, interpretation issues and be costly to resolve.

Should a clause be commercially critical to negotiations, at a minimum parties should establish the basis of measurement, means of verification, term of application and remedies for violation.

Terms & Conditions

1.            Meaning of Words

In these Terms of Use:

  • Data means all material provided to You in connection with the Services and includes any material You download from the Site;
  • Force Majeure means any occurrence or omission as a direct result of which the party relying on it is prevented from or delayed in performing any of its obligations under these Terms of Use and that is beyond the reasonable control of that party, including forces of nature industrial action and action or inaction by a government agency;
  • Intellectual Property Rights means all rights in relation to copyright, trade mark, database right, design, patent, semiconductor or circuit layout, rights, any rights in trade, business or company names or any rights to registration of such rights existing in Australia, the United Kingdom of Great Britain and Northern Ireland or elsewhere, and any other rights generally accepted as falling within the definition of intellectual property whether created before on or after the date of this Agreement;
  • personal data has the meaning given to it in the General Data Protection Regulation (GDPR) when it comes into force and as amended from time to time;
  • Service means the provision of and the use of the content in the SVIS™ and/or Qi™;
  • Site means the RightShip Pty Ltd website at rightship.com;
  • SVIS™ means the Ship Vetting Information System;
  • Qi™ means the quality index vetting system;
  • We, Us and Our means RightShip Pty Ltd a company incorporated in Australia (ABN 66 098 279 068) whose registered office is at Level 20, 500 Collins St, Melbourne Victoria 3000, Australia; and
  • You and Your means you, the party accessing the Site pursuant to these Terms of Use (and any of Your officers, employees, agents, representatives, contractors or permitted assigns).

2.            Terms and conditions which apply to this Site

Your Use of the Site is at all times governed by these Terms of Use and, if you have executed a Services Agreement, the terms and conditions contained in that agreement.

3.            Confidentiality

3.1              All information contained in this Site including but not limited to:

(a)               any information relating to SVIS™;

(b)               any information provided to You in connection with the Service;

(c)               the Data;

(d)               all information that relates to recommendations We provide about a particular ship;

is confidential information (Confidential Information).

3.2              You must not at any time or in any form, written or oral, divulge the Confidential Information to external third parties without Our permission or the permission of Our authorized representatives. You must also take all reasonable precautions to ensure that Your officers, employees, agents, representatives, contractors and permitted assigns comply with these obligations in relation to the Confidential Information. You must promptly notify us if you believe or become aware that there has been an unauthorised publication, use or disclosure of the Confidential Information.

3.3              Nothing in these Terms of Use prohibits disclosure of Confidential Information which:

(a)               after disclosure to You becomes part of the public domain otherwise than as a result of Your wrongful act;

(b)               is received from a third party provided that it was not acquired directly or indirectly by that third party from You;

(c)               is required to be disclosed by law or any government or governmental body, authority or agency having authority over You including the rules of any stock exchange upon which Your shares may be listed.

3.4              The obligations under this clause survive termination of these Terms of Use for any reason whatsoever.

3.5              We may use all suggestions, feedback, improvements, report formats or the like that You provide to Us or otherwise make with respect to the Services, the Data or the content of the Site, without any obligation to You.

3.6              We will comply with all applicable data protection laws and regulations, including when it becomes applicable the GDPR as amended from time to time, for any personal data that you provide to us; and we will assume that you have complied with your own similar obligations.  We may process your personal data as data controller to enable us to provide you with the Services, for administrative purposes, and to comply with laws and regulations in accordance with our Privacy Policy available at www.rightship.com.

4.            Access

You agree to use the Services, the Data and the Site solely for Your own personal use in accordance with these Terms of Use, and not for marketing, resale or other transfer to or use by any other person or entity without Our prior written consent. You must not use the Site for third party transactions, commercial time-sharing, rental or service bureau use.

5.            Restrictions on Use

5.1              Except to the extent that such rights cannot be excluded at law, You must not copy, adapt, reproduce, recompile, decompile, disassemble, reverse engineer, distribute, publish, commercially exploit, sub-licence, re-licence, lease, permanently retain, alter, modify, disseminate, assign (whether directly or indirectly, by operation of law or otherwise), transmit, scan, display, perform, modify, upload to, create derivative works from, transmit or in any way disclose, make available to others or exploit any part of the Services, the Data or the content of the Site except as specifically authorised by Us.

5.2              The analysis and presentation included in the Services and the Data must not be recirculated, redistributed, commercialised or published by You in any form without Our prior written permission.

5.3              The Data and the information contained therein must not be used to construct a database of any kind.

5.4              You must not spam or send unsolicited mailings to any person or entity using the Services or the Site or using Our name.

5.5              You agree not to use the information provided on the Site in breach of any laws, standards, relevant codes of conduct or for illegal purposes, and not to cause damage to, interfere with or disrupt the Service and/or the Site and networks connected to the Site. In particular, You agree:

(a)               to comply with all applicable laws relating to anti-corruption and anti-bribery, including the Foreign Corrupt Practices Act, 15 U.S.C. § 78dd-1, and the Bribery Act 2010 (UK);

(b)               to not promise, offer, give or receive payment, gift or gratuity, whether in cash or kind, intended to obtain or retain an advantage, or any other action deemed to be corrupt under applicable laws in relation to the Services provided by Us;

(c)               to comply with export laws and regulations of the United States of America to the extent relevant and other relevant local export laws;

(d)               to not export, re-export, transfer, sell or use the Data to, or in, any destination, or use the Data in any manner, other than those destinations and uses permitted by Us;

(e)               that the extent that You are a unit or agency of the government of the United States of America, its agencies or instrumentalities (U.S. Government) or You are receiving the Services directly or indirectly on behalf of a unit or agency of the U.S. Government:

(i)                 the Data was developed by Us or our third party data providers at private expense and not with government funds;

(ii)               the Data is Our proprietary information or that of Our third party data providers in all respects and Our trade secret for the purposes of the Freedom of Information Act, 5 U.S.C. § 552 for that of Our third party data providers;

(iii)             the Data is a commercial item and thus, pursuant to section 12.212 of the Federal Acquisition Regulations and section 227.7202 of the Defence Federal Acquisition Regulation, may only be used, duplicated or disclosed by the U.S. Government subject to the restrictions set forth by Us; and

(iv)             the Data is provided for use by, for, or on behalf of the U.S. Government with LIMITED RIGHTS as set forth herein.

6.            Exclusions

6.1              You acknowledge that Your use of the Services and the Site is at Your risk and You will make your own assessment of all information obtained as part of the Services and the Site and satisfy Yourself as to the accuracy and completeness of that information. If you elect to charter any vessel, you do so at Your own risk, and We provide no warranties to the safety or quality of that vessel or its fitness for any purpose. To the extent permitted by law, We exclude all representations, warranties, conditions and undertakings (express or implied by law) in respect of the Services and the Site, including any warranties in relation to merchantability, non-infringement, title or fitness for a particular purpose or use. Where a condition or warranty referred to in this clause cannot be excluded at law, Our liability in respect of the supply of the Services under this Agreement is limited at Our sole discretion to:

(a)               the re-supply of the Services concerned; or

(b)               payment of the direct costs and direct expenses of re-supplying the Services concerned.

6.2              We do not warrant that the Site is compatible with Your equipment.

6.3              To the extent permitted by law, We will not be liable to You in tort (including negligence), contract or otherwise for any direct, indirect, incidental or consequential damages, loss of profit or anticipated savings, economic loss, loss of data, loss of business opportunity or loss of goodwill on Our part or on the part of any of Our employees, agents, contractors and/or sub-contractors in connection with, arising out of or otherwise relating to this Agreement (which includes misrepresentation or any other cause).

6.4              You must take Your own precautions to ensure that the process which You employ for accessing this Site does not expose You or Us to the risk of viruses, malicious computer code or other forms of interference which may damage Your computer system or Our Site or networks connected to Our Site. You agree that if Your access to this Site results in Your exposure to viruses or other forms of interference which causes damage to Your computer system, we will not be liable to You for any direct, indirect, incidental or consequential damages loss of profit or anticipated savings, economic loss, loss of data, loss of business opportunity or loss of goodwill. You must take all reasonable steps to ensure that no unauthorised persons have access to the Site and the Data and secure all forms of Data files to prevent access by unauthorised individuals or local area network users.

7.            Intellectual Property

7.1              You agree that Intellectual Property Rights in this Site and the Services (including text, graphics, logos, icons, sound recordings and software) are owned by or licensed to Us. Information procured from a third party may be the subject of copyright owned by that third party. You acquire absolutely no rights or licences to the Services or the Site and materials contained within the Services other than the limited right to utilize the Services in accordance with these Terms of Use. Should You choose to download content from the Site, You must do so in accordance with these Terms of Use. Such rights are non-exclusive, non-transferable and revocable and are personal to You. You must not remove any of Our copyright, trade mark, electronically encoded information, watermarks or other proprietary notices, legends or marking contained on the Site and You will reproduce all such notices on all copies permitted to be made by You under these Terms of Use. You will take any and all actions that may reasonably be required by Us to protect the proprietary rights as owned by Us or third party providers in relation to the Data.

7.2              You must not otherwise permanently retain copies of the Data in any file or on any hard drive, server or other form of memory or in any printed form filed to form part of any hard copy reference collection except in accordance with these Terms of Use. You may create reports, presentations and discussion documents (collectively work) using the content from the Site with Our written consent and for our internal non-commercial use. You undertake that such work will be insubstantial and de minimis in nature, will not be a primary copy of the Data and will not be used by You to produce a commercial product. Nothing in this section operates so as to vest in You any proprietary rights in such works with respect to Data incorporated in the work. You may retain one archival hard copy of all works. Such archival copy may not be accessed on a day-to-day basis for reference or to form a library or other purposes and may only be used in emergency situations, such as when Your electronic access to the Site is unavailable. You may retain as few copies of the works, or any portion thereof, as are necessary if specifically required by law.

8.            Trade Marks

If You use any of Our trade marks in reference to Our activities, products or services, You must include a statement attributing that trade mark to Us. You must not use any of Our trade marks:

(a)               in or as the whole or part of Your own trade marks;

(b)               in connection with activities, products or services which are not Ours;

(c)               in a manner which may be confusing, misleading or deceptive, or in breach of any laws, standards or relevant codes of conduct; or

(d)               in a manner that disparages Us or Our information, products or services (including this Site).

9.            Security of Information

Unfortunately, no data transmission over the Internet can be guaranteed as totally secure. Once We receive Your transmission, We will take reasonable steps to preserve the security of Your information. However, We do not warrant and cannot guarantee the security of any information which You transmit to Us. Accordingly, any information which You transmit to Us is transmitted at Your own risk.

10.         Termination of Access

We do not warrant that the operation of the Services will be uninterrupted or error free and further, note that Your access to the Site may be suspended, limited or terminated at any time by Us without notice, including (without limitation) due to the following:

(a)               telecommunications failure or fault network or internet outages;

(b)               due to a Force Majeure event;

(c)               where We reasonably determine that such action is necessary for the purposes of any maintenance, restoration, upgrades or enhancements to Our network or systems;

(d)               where Your use of the Site or the Services interferes with the efficiency of Our network and You fail to remedy the situation upon Our reasonable request;

(e)               where We are permitted or required to do so by any applicable law or relevant authority;

(f)                where You fail to pay any amount payable to Us by the due date; or

(g)               where You are in material breach of any obligation which You owe to Us.

11.         Amendments to Terms of Use

We reserve the right to amend these Terms of Use from time to time. Amendments will be effective immediately upon notification on the Site. Your continued use of the Site following such notification will represent an agreement by You to be bound by the Terms of Use as amended.

12.         Survival of Clauses

Clauses 3 (Confidentiality), 6 (Exclusions), 7 (Intellectual Property), and 8 (Trade Marks) will survive the suspension or termination of the Services for any reason whatsoever.

 

Privacy Policy

We appreciate the importance of protecting personal information and recognize the trust placed in us when you supply personal information to us. We are bound by the Australian Privacy Principles (APPs) which are contained in the Privacy Act 1988 (Cth) and by the EU General Data Protection Regulation, when it comes into force and as amended from time to time (GDPR) . This Privacy Policy is provided to make you aware of how we collect, use, disclose and store personal information supplied to us, and what choices you have in relation to such activities.

Terminology

In this Privacy Policy:

Personal information or personal data has the same meaning as under applicable Data Protection Laws;

Data Protection Laws means the Privacy Act 1988 (Cth) and the GDPR;

Service means the provision of and the use of the content in SVIS™ and/or Qi™;

Site means the RightShip Pty Ltd website at www.rightship.com;

SVIS™ means the Ship Vetting Information System;

Qi™ means the quality index vetting system;

We, us and our means RightShip Pty Ltd, a company incorporated in Australia (ABN 66 098 279 068) whose registered office is at Level 20, 500 Collins St, Melbourne Victoria 3000, Australia; and

You and your means a natural person using the service either on his or her own behalf or on behalf of another person or organisation.

Collection

We collect personal information to properly and efficiently carry out our functions, including to provide you with requested products and services, and research in relation to the service, and to facilitate the provision of other services that may be of interest to you.

When you sign up for or use our service, you voluntarily give us certain information. This can include,

Without limitation, your name, email address, telephone number, employer’s name, survey information, preferred means of communication, and any other information you provide us. If you are using the site on your mobile device, you can also choose to provide us with location data.

Information may be collected when you visit the site. These days, whenever you use a website, mobile application, or other internet service, there is certain information that almost always gets created and recorded automatically. We may collect the following information from you when you visit the site:

(i) log data – when you visit the site, our servers automatically record information, including information that your browser sends whenever you visit a website; this may include your Internet Protocol address, your browser type and settings, the data and times you accessed the site, domains which you visit, how you used the site and information regarding site pages accessed;

(ii) cookie data (see section 3 for further detail) – we may use cookies or similar technologies to record log data; when we use cookies, we may use session cookies (that last until you close your browser) or persistent cookies (that last until you or your browser delete them); and

(iii) device information – in addition to log data, we may also collect information about the device that you are using to access the site, including what type of device it is, what operating system you are using, device settings, unique device identifiers, and crash data (whether we collect some or all of this information often depends on what type of device you are using and its settings – e.g. different types of information are available depending on whether you are using a Mac or a PC, or an iPhone or an Android phone); to learn more about what information your device makes available to us, please also check the policies of your device manufacturer or software provider.

We collect and log this information for statistical purposes only. No attempt is made to identify you or your browsing activities except, in the unlikely event of an investigation, where a law enforcement agency may exercise a warrant to inspect logs or where we are required to collect and produce relevant electronic documentation to fulfil our obligations to third parties including statutory organisations under local law. We will not otherwise disclose any of your personal information to any other person without your prior consent, except as otherwise permitted under applicable Data Protection Laws.

The information we request from you is necessary for the provision of the service. Should you refrain from disclosing any such information to us, we may be unable to provide the service.

Cookies

A cookie is a small data file that the owner of a web site may write to your hard drive when you visit its site. A cookie file can contain information such as a user ID that the site uses to track the pages you have visited. The only personal information a cookie can contain is information you personally supply. A cookie cannot read data off your hard disk or read cookie files created by other web sites.

We may use cookies to track user traffic patterns and in order to better serve you when you revisit our site. You can set your browser to notify you when you receive a cookie, providing you with the opportunity to either accept or reject it. You can also refuse at any time all or some cookies by turning them off in your browser, however, if you use your browser settings to block all cookies you may not be able to access all or parts of our site.

Use and Disclosure

We will not use or disclose your personal information that we collect for any purpose other than the primary purpose of collection without your consent unless the use or disclosure is otherwise permitted under applicable Data Protection Laws.

By using the site you will be deemed to consent to us using your personal information collected by the site for the purpose of monitoring your use of the site.

We use the information we collect to provide our service to you and make it better and to respond to your questions or comments.

The information we collect may be personally identifiable (meaning that it can be used to specifically identify you as a unique person) or non-personally identifiable (meaning it can’t be used to specifically identify you). We use both types of information, and combinations of both types, as described above. We may use or store information wherever we do business, including countries outside your own.

Where permitted by law, we may disclose your personal information in the following instances, amongst others:

  • where we have your consent;
  • Online advertisers typically use third party companies to audit the delivery and performance of their      ads on websites. We allow these companies to collect this information on our site;
  • We may employ third-party companies or individuals to process personal information on our behalf based on our instructions and in compliance with this Privacy Policy. For example, companies we engage to carry out functions and activities on our behalf such as direct marketing;
  • To our professional advisers, including our accountants, auditors and lawyers;
  • To our insurers;
  • To industry bodies;
  • Where disclosure is reasonably necessary to comply with a law, regulation or legal request; to protect the safety, rights, or property of the public, any person or us; or to detect, prevent or otherwise address fraud, security or technical issues;
  • We may engage in merger, acquisition, bankruptcy, dissolution, reorganisation, or similar transaction or proceeding that involves the transfer of the information described in this Privacy Policy; and
  • In other circumstances permitted by law. We may also share aggregated or non-personally identifiable information with our partners, advertisers, or others. If it is necessary in the context of the provision of the service to disclose your personal information to any countries out of Australia, we will take steps to ensure that such transfer is covered by a valid derogation or a recognised compliance standard under applicable Data Protection Laws to ensure that your personal information is adequately protected and lawfully transferred.

Security

Security of personal information is important to us. We have taken appropriate technical or organizational security measures to protect personal information we hold against unauthorised or unlawful processing and against accidental loss, destruction, misuse, modification, unauthorized access or disclosure.

Although we seek to protect information transmitted via our website, we do not warrant the security of any information that you transmit to us over the internet.

Retention

We will store personal information collected in accordance with this Privacy Policy for 7 years.

What choices do you have about your information?

You may close your account with us at any time. When you close your account, we will deactivate it. We may retain archived copies of your information as required by law or for legitimate business purposes (including to help address fraud and spam).

You may have choices available to you through the device or software you use to access the site, for example: (i) the browser you use may provide you with the ability to control cookies or other types of local data storage; (ii) your mobile device may provide you with choices around how and whether location or other data is shared with use. To learn more about these choices, please see the information provided by the device or software provider.

Privacy Policy Changes

From time to time, we may change our privacy policy. Any changes to our Privacy Policy will be published on the site. You may obtain a copy of our current Privacy Policy from the site or by contacting us on the details below. If you continue to visit the site after any changes are in effect, you agree to the revised Privacy Policy. If the changes are significant, we may provide more prominent notice or get your consent as required by law.

Access, Correction and Further Information

We will provide you with access to your personal information held by us unless the applicable Data Protection Laws provide otherwise.

Please contact our privacy officer during office hours on the contact details below if you require:

  • Access to any of your personal information held by us (where you cannot obtain such access through the site);
  • Correction or completion of any of your personal information held by us that you consider is not accurate, complete or up-to-date or that you consider is misleading (where you cannot make such correction through the site);
  • withdrawal of consent to process your personal information;
  • erasure of any of your personal information held by us; or
  • Further details about the way that we handle personal information.

If you have any questions or comments on this Privacy Policy, you may contact our privacy officer by email at ‘privacy@rightship.com’, marked to the attention of the Privacy Officer.

We will respond to your complaint without undue delay and in any event within one month and try to resolve your complaint for you. If we are unable to resolve your complaint or you are unhappy with the outcome, you can contact or lodge a complaint with the competent data protection authority.

 

22 March 2018