Registered user terms

3.2 The Individual User shall, and the Registered User shall ensure that Individual Users:

3.2.1 only use Passwords to access and use the Protected Services and the Content  on behalf of the Registered User; and

3.2.2 observe any agreement with Maersk Logistics in connection with the Website and only access and use the Protected Services and the Content in accordance with the restrictions and conditions set out in this Agreement and with any procedures from time to time in force on the Website.

3.3 Maersk Logistics is not liable for any delay or loss caused by the mis-use or mis-application of a Password.  

3.4 If any of the Individual Users ceases to be authorised to use any of the Protected Services or Content on behalf of the Registered User, the Registered User must (1) notify Maersk Logistics immediately; (2) ensure the relevant Individual User ceases to use the relevant Password issued to him and any part of the Protected Services or Content; and (3) destroy or delete all copies of the relevant Password and any accompanying documentation supplied in relation to the use of that Password in whatever form in its possession or control.

3.5 A Registered User may be unable to access or use any Protected Services unless the Registered User installs/implements and maintains appropriate communication facilities (including software and hardware meeting the minimum requirements from time to time notified by Maersk Logistics on the Website or otherwise) however, Maersk Logistics does not warrant that the Registered or Individual User’s local set-up ensures access or operation. The Registered User shall ensure that any party using such Protected Services on its behalf obtains any consents and/or licences required by law for such use.

4. Communications
4.1 Maersk Logistics or its affiliates may treat any apparently valid communication, instruction or notification in the form received by Maersk Logistics apparently from Individual Users (“Communication”) as properly authorised by and legally binding upon the Registered User. 

4.2 The Registered User is responsible for the accuracy and completeness of Communications received by Maersk Logistics or its affiliates and for ensuring that they achieve the Registered User’s intended purpose and that they are transmitted correctly to Maersk Logistics or its affiliates.  Maersk Logistics and its agents are not liable for any delay or loss where the contents of a Communication they receive are inaccurate, incomplete or where a Communication is not received by them.

5. Passwords and Security
5.1 The Individual User and the Registered User agree to comply with any reasonable instructions Maersk Logistics may issue to them regarding the Website’s security. The Registered User shall implement, maintain and keep current appropriate security arrangements concerning its and Individual Users’ access to and use of the Website, Protected Services, Content and information stored on the Registered User’s and its Individual Users’ computer systems. The Individual User, the Registered User and Maersk Logistics shall each take all reasonable precautions to ensure that its communications through the Website and its own systems are not affected by computer viruses or other destructive or disruptive components, and to ensure no such components are transmitted to or via Maersk Logistics or the Website.

5.2 Maersk Logistics shall apply commercially reasonable security measures in relation to the Website.  The Registered User confirms that the level of security provided by the proper use of the Passwords is adequate to protect its interests.

5.3 The Individual User and the Registered User must not themselves, nor permit any third party to:

(i) use, copy, manufacture, modify, duplicate or prepare derivative works from;

(ii) reverse engineer, disassemble, reverse compile, decompile or otherwise   interfere with or publish or make available to any third party; or

(iii) attempt to derive source code, algorithms, or the internal structure or organisation from

the Password or any other software, data, tools or facilities made available to or obtained by them in connection with the Website or the Protected Services.

5.4 The Individual User and the Registered User must notify Maersk Logistics as soon as reasonably possible upon becoming aware of any actual or attempted unauthorised access to the Website or any unauthorised transaction or attempt to execute an unauthorised transaction in connection with this Agreement, or any other circumstance that might be reasonably likely to result in any prejudice to the security of the Website or Password.

5.5 The Individual User shall not, and the Registered User shall ensure that it, its employees and representatives do not do anything during or after the term of this Agreement which may result in the security of the Website, Protected Services, Content and Passwords or the systems or security of Maersk Logistics or its affiliates, associates, agents or any other parties, being compromised.

6. Copyright / Other Rights
6.1 Ownership of all copyrights, database rights, patents, trade or service marks, product names or design rights (whether registered or unregistered), trade secrets and confidential information and any similar rights existing in any territory now or in future (“Intellectual Property Rights”) and similar rights and interests in all domain names, trade marks, logos, branding appearing on the Website and all Content, or otherwise relating to the structure of the Website and the Protected Services shall vest in Maersk Logistics or its licensors.

6.2 The Individual User and the Registered User may use this Website, the Content and Protected Services only for the purposes reasonably anticipated, and in accordance with any procedures from time to time in force, on the Website, or as otherwise might reasonably be expected in the course of its relationship with Maersk Logistics. The Individual User and the Registered User may not (1) use or permit any other party to use all or any part of the Website, Content or Protected Services in connection with activities that breach any relevant laws, infringe any third party’s rights, or breach any applicable standards, content requirements or codes; (2) post to or transmit through the Website any information, materials or content that might be or might encourage conduct that might be unlawful, threatening, abusive, defamatory, obscene, vulgar, pornographic, profane or indecent; (3) use the Website for the purpose of or as a means to send ‘flame’ or ‘spam’ emails.

6.3 The Individual User and the Registered User shall procure the waiver of any moral rights in any information, data or other content or materials posted or sent at any time by the Individual User to the Website, including any ‘Extranet’ facility (“User Materials”).

6.4 The Individual User and the Registered User hereby irrevocably authorise Maersk Logistics to use any User Materials for all reasonable business purposes, including without limitation (but subject to clause 6.5 below) copying, amending, incorporating in other materials, publishing or otherwise providing to third parties (and permitting such third parties to use and sublicense the User Materials) anywhere in the world any such User Materials. The Individual User and the Registered User agree to take any steps (including completing any further document) that may be required in any jurisdiction to give effect to this clause.

6.5 If any User Materials are expressly stated by the Individual User or otherwise agreed with Maersk Logistics to be confidential, Maersk Logistics shall take reasonable precautions against the loss or disclosure of such User Materials to any unauthorised third parties. Maersk Logistics may however use any such User Materials for all reasonable business purposes in the course of its relationship with the Registered User, including copying, amending, and incorporating in other materials. 

6.6 Any Intellectual Property Rights arising out of the use by Maersk Logistics of any User Materials shall vest in Maersk Logistics or its licensors.

6.7 Maersk Logistics does not warrant or represent that the Registered User’s, Individual Users’ or any other party’s use of the Website, Content or the Protected Services will not infringe rights of third parties.

7. Warranties
7.1 Maersk Logistics will use reasonable endeavours to make the Protected Services available to the Registered User via the Website and to ensure that the Protected Services operate in substantial conformity with their description in this Agreement and any description appearing on the Website. 

7.2 Maersk Logistics will use all reasonable endeavours to ensure that the Content accurately reflects either (1) the relevant part of Maersk Logistics' records held on Maersk Logistics' computer systems or (2) information received from a party other than Maersk Logistics, subject to clause 7.3 below.

7.3 The Content is provided for information only, and Maersk Logistics makes no warranties or representations at all in relation to the quality, accuracy, completeness or timeliness of any Content.

7.4 The Registered User and the Individual User are responsible for the accuracy and completeness of any User Materials. The Registered User and the Individual User shall ensure that the User Materials do not infringe any Intellectual Property Right or other right of any third party and are not defamatory, unlawful, immoral or otherwise likely to breach or infringe any right or requirement or to give rise to any claim for loss or damage by any third party.

8. Hyperlinked websites
8.1 The Website may contain certain links or references to websites operated by third parties.  Maersk Logistics makes no warranties or representations whatsoever regarding any third party website which the Registered User or the Individual User may access through this Website. Any such third party website is wholly separate and independent from this Website and Maersk Logistics does not have any control over the content or operation of such website. Maersk Logistics does not endorse any third party website, and does not accept any responsibility for the existence, operation, content, or use of third party website.

8.2 The Registered User or the Individual User may not place hyperlinks to any area of this Website.

9. Liability
9.1 Maersk Logistics, its affiliates, associates and agents shall have no liability whatsoever in respect of the use of the Content, Protected Services or this Website, howsoever arising, for:

9.1.1 economic loss in any form, such as indirect or consequential loss or damage,  loss of profit or loss of customers;

9.1.2 special or punitive damages;

9.1.3 business interruption, loss of data or delay; or

9.1.4 any decision made, or action taken, in reliance on any information or otherstatements on or obtained via any Content, Protected Services or the Website.

9.2 The total liability of Maersk Logistics, its affiliates, associates and agents to the Registered User, the Individual User and any person acting on their behalf, howsoever arising out of or in connection with this Agreement and/or the Website, Protected Services or Content (including in relation to negligence) shall, in aggregate, in respect of any claim, or series of connected claims arising out of the same cause in any calendar year, not exceed USD 10,000 (United States Dollars Ten Thousand).  

9.3 The Registered User shall ensure that no claims for more than the aggregate limit of liability set out in clause

9.4 are brought against Maersk Logistics, its affiliates, associates or agents.

9.5 The Registered User is advised to obtain if it considers appropriate insurance cover at its cost, in particular for any loss exceeding the limit set out in clause 9.2 above.

9.6 The Registered User shall indemnify and hold harmless Maersk Logistics, its affiliates, associates and agents against any claims, losses, actions, proceedings, damage or other liabilities whatsoever (including damages or compensation paid by them to compromise or settle a claim), and all legal costs or other expenses, suffered by Maersk Logistics, its affiliates, associates and agents arising out of any actual or potential breach by the Registered User or any of the Individual Users of any duties or obligations (including negligence) owed by the Registered User or any of the Individual Users to Maersk Logistics or its affiliates, associates or agents relating to this Agreement, the Website, the Protected Services or Content.

9.7 Nothing in this Agreement shall exclude or limit liability for death, personal injury or fraud.

9.8  Except as set out in this Agreement, Maersk Logistics, its affiliates, associates and agents shall have no liability whatsoever in respect of Passwords, Protected Services, Content or the Website howsoever arising (including, without limitation, under any implied term of this Agreement).

10. Termination and Suspension
10.1 Maersk Logistics may (in its discretion) terminate all or part of any Individual User’s and/or Registered User’s access to or use of the Website, Protected Services, Content, a Password or all or part of this Agreement:

10.1.1  immediately on giving written notice if: (1)  the Individual User or Registered User is in material or persistent breach of any provision of any part of this Agreement, or any agreement for Logistics Services (including failure to make any payment due under such agreement), and, in the case of breaches that may be remedied, fails to remedy that breach within 7 days of request; or (2)  in relation to the Registered User or the Individual User, an order is made or a resolution is passed for its winding up or for the appointment of an administrator to manage its affairs, business and property or if it enters into any other formal or informal bankruptcy or insolvency process in any jurisdiction; or

10.1.2   on giving 14 days written notice.

10.2 The Registered User may terminate any Special Terms or this Agreement:

10.2.1      immediately on giving notice if (1) Maersk Logistics is in material or persistent breach of any provision of these this Agreement and, in the case of breaches that may be remedied, fails to remedy that breach within 7 days of written request; or (2) In relation to Maersk Logistics, an order is made or a resolution is passed for its winding up for the appointment of an administrator to manage its affairs, business and property or if it enters into any other formal or informal bankruptcy or insolvency process in any jurisdiction; or

10.2.2 on giving 14 days written notice.

10.3 The Individual User may terminate any individual set or sets of Special Terms or this Agreement in so far as they relate to the Individual User on giving 14 days written notice.

10.4 Termination of all or part of the Agreement between Maersk Logistics and the Registered User shall automatically terminate the relevant part of the Agreement between Maersk Logistics and the Individual Users.

10.5 From time to time Maersk Logistics may suspend some or all access to or use of the Website, Content, Protected Services or a Password for scheduled or unscheduled routine, non-routine or emergency maintenance or for any other reason where Maersk Logistics reasonably considers it necessary to do so. 

10.6 Termination of these Registered User Terms (or any other part of this Agreement) will not affect the rights and remedies of the parties accrued prior to termination, nor affect any provision intended to continue after termination.

11. Miscellaneous
11.1 If a conflict arises between (a) this Agreement and the General Website Terms, this Agreement shall prevail to the extent of that conflict; (b) these Registered User Terms and any Special Terms, those Special Terms shall prevail to the extent of that conflict.

11.2 Use of Passwords, the Website, the Protected Services or the Content may be subject to certain legal or regulatory requirements in particular jurisdictions.  The Individual User and the Registered User may only access or use the Passwords, Website, Protected Services or Content to the extent such access or use is permitted in the jurisdiction in which they access or use the Passwords, Website, Protected Services or Content.

11.3 Maersk Logistics may make modifications to any part or aspect of the Website or this Agreement at any time (including the addition of new products, Content or Protected Services) with or without prior notice. The Individual User and the Registered User agree to periodically review this Agreement to ensure they are aware of any modifications.

11.4  Maersk Logistics may give notice under this Agreement in writing to the address (or the email address) specified by the Individual User in the registered user application form (or a subsequent address notified to Maersk Logistics from time to time). Service of any notice on the Individual User shall (if applicable) also be deemed to be service on the Registered User. 

11.5 Maersk Logistics and its affiliates, associates and agents will not be liable for any loss, damage, delay or failure in performing any of its duties relating to this Agreement caused in whole or in part by equipment, system or network failure, interruption or unavailability of the Internet, interruption to power supplies, the action of any government or governmental agency, natural occurrence, law or regulation, industrial action, war, terrorist action, or anything else beyond its reasonable control.

11.6 This Agreement supersedes all previous agreements, communications, representations and discussions between the parties relating to the Website.

11.7 No modification or waiver of this Agreement shall be binding on Maersk Logistics unless it is in writing and agreed by an authorised representative of Maersk Logistics.

11.8 References in this Agreement to ‘in writing’ or ‘written’ include communication by email or other electronic form.

11.9 Each of the provisions of this Agreement is severable from the others and if one or more of them becomes void, illegal or unenforceable, the remainder will not be affected in any way.

11.10 The rights of Maersk Logistics, its affiliates, associates and agents under this Agreement may be exercised as often as necessary and are cumulative and not exclusive of their rights under any applicable law. Any delay in the exercise or non-exercise of any such right is not a waiver of that right.

11.11 The Registered User and the Individual User may not assign, part with or otherwise transfer any right or benefit under any provision of this Agreement without Maersk Logistics’ prior written consent.

11.12 Maersk Logistics may assist or co-operate with authorities in any jurisdiction in relation to any direction or request to disclose personal or other information regarding any Registered or Individual User or the use of the Website, Content or Protected Services.

11.13 Maersk Logistics’ affiliates (which term wherever used in this Agreement shall include all entities directly or indirectly owned or controlled by A.P. Møller – Mærsk A/S), associates and agents (“Relevant Third Parties”) shall have the benefit of all provisions of this Agreement which are expressed to be for their benefit, as well as the law and jurisdiction clause.  In entering into this contract, Maersk Logistics does so (to the extent of such provisions) not only on its own behalf but also as agent and trustee for such persons.

11.14 To the extent that clause 11.13 is not effective to give such benefit to any Relevant Third Party, it may enforce such provisions in its own name pursuant to the Contracts (Rights of Third Parties) Act 1999. This Agreement may be varied or rescinded, by agreement or in accordance with its terms, without the consent of any Relevant Third Party.

12. Law and Jurisdiction
The parties agree that this Agreement shall be governed by and construed in accordance with English law and shall be subject to the exclusive jurisdiction of the High Court of Justice in London.