TERMS & CONDITIONS OF SHIPNEXT ™

Definitions

In these Terms & Conditions, unless the context otherwise requires, the following capitalized terms shall have the meanings given to them hereunder:

1. “Access Codes” shall refer to the e-mail address/es and personal access code/s provided to the User by the Company and permitting the User to access such part of the Products and/or Services to which the User has subscribed.
2. “App” shall mean the mobile application created by Shipnext which allows the User to register with Shipnext and use the Services. Both Android and iOS Mobile applications are available for free use by the Shipnext Users, Partners and/or Clients.
3. “Cargo Offer” or “Freight Request” shall mean an electronically generated announcement of cargo availability, sourced either from any incoming e-mail, online or offline requests, and/or generated from the Users or Partners.
4. “Fixture” shall mean that the Parties’ confirmation that the contract has been concluded but that there may be still further Subjects and other restrictions which may require reconfirmation or waiver during a defined period.
5. “Clean Fixture” shall mean the Parties’ confirmation that the contract has been concluded and that there are no further Subjects and/or restrictions to the execution of the agreed Contract. The Fixture is not clean until both parties have waived their subjects/restrictions.
6. “Client” shall mean a Party which chooses to make use of any additional services, assistance, statistical or analytical expertise, ship-management or cargo-management, consulting and advisory services provided by the Company which do not form part of the Services.
7. “Company” shall mean SHIPNEXT BV, a company organized and existing under the laws of Belgium having its principal place of business at Koningin Elisabethlei 16, Antwerpen, Belgium, and its subsidiaries and affiliated entities. For the purposes of these Terms & Conditions, references to an affiliated entity shall be construed to include any business entity, which directly or indirectly, through one or more intermediaries, controls such other entity, is controlled by such other entity, or is under common control with such other entity.
8. “Contract” shall mean an automatically generated contract recapitulating the specific terms and conditions agreed to by the Users. The Contract may be created as a result of online trade and negotiations through Shipnext - the shipping platform, as well as created after the negotiations have already taken place by email or other means, as a recapitulation of terms and conditions agreed.
9. “Fees” shall mean both the Subscription Fee and the Contract Fee, as hereinafter defined.
10. “Partner” shall mean a person (individual or legal) who chooses to take a stronger role in the Company’s daily activity, providing online and offline information and market intelligence in exchange for stronger integration with the Company’s online services.
11. “Party” shall mean the Company, User, Client and/on the Partner.
12. “Product(s)” shall mean the various online services available on https://shipnext.com and the App relating to dry-bulk, general and project shipping, liquid-bulk shipping, container shipping and transportation, statistics and analysis.
13. “Services” shall mean the provision of all the features and services listed below, including, but not limited to:
    • Exchange - e-mail text processing and emailing services – services that allow internal and external communication, texting, tagging, data-processing and data-management;
    • Cargo-to-Fleet matching – matching of Cargo to the best shipping solution or fleet;
    • Fleet-to-Cargo matching – matching of Fleet (Vessels, Trucks, etc) to the most suitable Cargo in position;
    • Cargo search – searching of Cargo among own, received or market cargo/orders;
    • Fleet search – searching of Fleet (maritime and other) among own, received, market or AIS/satellite-tracked fleet;
    • Tagging – Creating tags to mark, store, search the data on the platform, and to enable enhancement of the algorithm in data-management;
    • Chat – Facilitating communication between Users of the platform and between Users of the platform and external Users;
    • White-listing – limiting the access and/or creating a customized list of Companies that would have access to the Cargo, Orders and/or Shipments created by the User;
    • Freight calculations – estimation of voyage costs, including access to some readily available databases including bunker prices, speed-consumption ratios, fleet description, intake calculation, port cost estimator, hire and others.
    • Freight auctions and Reverse Freight auctions - standard and custom-made on demand placements or Cargo, Shipments or Orders, with possibility of storing, using pre-saved terms and conditions;
    • Freight and Charter (Voyage- and Time-Charter) negotiations – exhaustive features required to create an offer, counteroffer, carry out and complete online freight negotiations;
    • Contract Management – creating, editing and managing Contracts, Charters and Bills of Lading;
    • Contact Relationship Management – creating, managing and maintaining individual and corporate data related to Contacts (Companies, Managers, etc), and automating reporting related to CRM;
    • Cargo tracking and Transportation management – a set of services and features related to tracking of cargo delivery, transportation management, handling and managing of data related to Cargo;
    • Market reporting and insights – data related to time-charter indexes, fixture rates, fleet movements, trade-related insights, and analytics, available both online and on demand;
    • Blockchain, data-security and protection – optional implementation of digital solutions related to encryption, data-management and data-protection, aimed at cross-verification of the data used inside an ecosystem or protection of commercially vital data used by the user on the platform;
    • Freight indexing – estimates provided by Shipnext, as well as bookable rates provided by other Shipnext users (Carriers, brokers) enabling the Users to search, find, benchmark or book the available shipping solutions as a given freight;
    • Data storage, data-management and automation – storage, collection and analytics of data related to freight rates (received, offered, booked), time-charter rates (received, offered, fixed), contractual terms and conditions, trade restrictions and preferences, cargo restrictions and preferences, statuses, disbursement costs, communication and comments, tags, clients/customers and team activity;
    • Automation of work-processes – features and services aimed at automation of commercial, post-trading and operational work and workflows, aimed at minimizing routine workload, providing vital cross-checks to ensure reliability, creating a secure and efficient working environment and reporting;
14. “Ship Positions” or fleet positions shall mean an automatically and electronically generated announcement of ship availability in a certain location and on a certain date, sourced from incoming e-mail, online or offline sources and placements. Fleet positions could be that which are generated by the User(s), or those that are received by email/chat, or those that are circulated/shared on the marketplace by other Shipnext users or generated by AIS/satellite;
15. “User(s)” shall mean a legal entity or individual, who receives Products and Services provided or rendered by the Company. Users shall include, but not be limited to, shippers, receivers, exporters, importers, traders, producers, brokers, forwarders, agents, logistics companies, shipping companies, surveyors, carriers, banks, underwriters, insurance agents and consultants. It is the responsibility of the User(s) to provide a copy (-ies) of these Terms & Conditions to its principals, agents, representatives and employees, who use the Product(s) and Services during their duties.
16. “Client(s)” shall mainly relate to legal entities and/or companies, online and digital services, strategical alliance partners, who benefit from interconnectivity and interoperability with Shipnext, and who provide their services via Shipnext to other Shipnext Users.
17. “Brokers” shall relate to Trading professionals, individuals, involved in shipping and transportation, who, optionally, store, use and share commercial data with Shipnext and/or other Brokers;
18. “Third Party” is any other company, party, organization or service provider who is directly or indirectly involved into online information flow, data-sourcing and/or operational activity of Shipnext Trading Desk.
19. “Charter Party” a Shipping related contract form, either already available online, or added by SHIPNEXT on demand of an individual User, and available to anyone who have access to Freight Trading and Contract Management (unless otherwise agreed). Each Shipnext User/Party is free to negotiate and agree upon individual Charter Party format and/or terms and conditions it contains. Shipnext does not serve as a Party to negotiations, nor as a Party to the Charter Party.
20. “Booking Note” - a Shipping contract related mainly to the liner trade in containers and/or breakbulk cargo, secured between two parties of which one is a Carrier and the other a Merchant, and referring mainly to the terms and conditions seen mainly in liner trades;
21. “Electronic Bill of Lading” is a document issued by a Carrier or Ship Owner, by means of SHIPNEXT online service, to acknowledge receipt of cargo for shipment. A Bill of Lading may be used for any type of carriage of goods and serves as a proof of Shipment. SHIPNEXT provides the service of inviting as many related signatories as required by the SHIPNEXT Users, including, but not limited to Shipper, Agents, Carrier, Ship Owner, Receiver, Surveyor, etc. SHIPNEXT does not serve as a party to negotiations, nor as a Party to the Bill of Lading.
22. “Freight Index” is an automatically generated Average Freight estimation, based on the Ships available and shows as being “open” in position for the Cargo in question. It takes into consideration the Cargo details, estimated Stowage requirements, Port restrictions, canal restrictions (if any), weather factor, congestion information (if any), updated bunker prices, Ship descriptions (speed/consumption data, particulars, hatch and hold dimensions), Loading/discharge rates, Port Disbursement Accounts, Trading restrictions, etc., and reflects the estimated rate at the current market level, but should at no means mean a bookable or lowest achievable freight.
23. “Freight Offer” a firm indication or an offer received from a Carrier (Ship Owner, NVOCC, Forwarder, etc) via Shipnext. Each offer is Registered in the User’s Trading Desk, the Cargo Monitor, sent by e-mail and accessible via Shipnext Mobile application. The lowest Freight (NOT the Bidder-related information) received is also shown on the Shipnext Marketplace, and available to other Carriers/Owners that are given access of to the Cargo/Order, or are invited to bid. The freight alone, as the lowest, is kept on Shipnext Marketplace as an indicator of the lowest bid received, until Cargo owner/Charterer/Broker receives a new lowest Freight. Freight Offers are not considered Obligatory for acceptance by Cargo Owners/Charterers, but Carriers shall consider them as binding for 24 consecutive hours after registering.
24. “Time Charter (T/C) Offer” a firm bid or a Time Charter Offer received from a Carrier/Ship Owner via SHIPNEXT. Each offer is Registered in the User’s “Time Charters/Offers” Cabinet, sent by e-mail and accessible via SHIPNEXT Mobile application. The highest Hire/TC Offer (NOT the Bidder-related information) received is also shown on the SHIPNEXT Marketplace, and available to other Charterers/Bidders. The Hire/TC Offer alone, as the highest, is kept on SHIPNEXT Marketplace as an indicator of the highest bid received, until Cargo owner/Charterer/Broker receives a new highest TC Offer/Bid. TC Offers are not considered Obligatory for acceptance by the Ship Owner, but Charterers/Brokers shall consider them as binding for 24 consecutive hours after registering.
25. “Cargo Status”
    Any Cargo registered or sent to Shipnext shall appear on the Marketplace and visible to anyone with a suitable Ship in position, or, optionally, kept private and confidential, or open to only those Carriers and Brokers that are indicated in the User’s “Whitelist”. When sent, the copy of the Cargo request is also automatically sent by email to a Ship Owner/Carrier/Broker with a suitable Ship in position, or, if the cargo is private and confidential, shown in the User’s “Whitelist”. The Cargo is then shown on the Trading Desk up and until the laycan/shipment dates expire, before being taken off the Cargo stream, but shall remain in the User’s Cargo Monitor for as long as the account on Shipnext exists or until deleted. All the data contained in the Cargo description, including but not limited to Port of loading, Port of discharge, laycan, dimensions, weight, area, loading/discharge rates and other, will be used in Cargo-to-Ship and Ship-to-Cargo matching process.
26. “Ship Status”
    Any Ship position sent to fix@shipnext.com or registered online shall remain online until it expires, proven to be unrealistic or is renewed by the Owner/Broker. All ship positions are visible to Cargo Owners/Charterers/Brokers, as well as any rotation or Ship schedule registered by the Ship Owner/Broker. All the data contained in the Ship description, including, but not limited to Schedule, rotation, speed, consumption, hatch dimensions, hold dimensions, trading restrictions, and others will be used in Cargo- to-Ship and Ship-to-Cargo matching process.
27. “Registration form” (or other appropriate term of your choice) is an online form which is filled in by the User(s) during registration, where they fill in their personal and corporate information.
28. “Service Provider” registration form mainly applies to Clients such as Agents, Stevedoring companies, Forwarders, Surveyors and other port-related companies, who prefer to be listed on Shipnext and have their company name and contacts be displayed to other Shipnext Users, Clients and Brokers;

Rules Of Electronic And Internet Service

It is understood and accepted by the User that all information entered, received through emails, sent though emails, stored, saved on the Platform will be considered as property of the user, and will be kept private and confidential to the User and the team-members, if any, that they chose to accommodate in their corporate subscription to the Platform.

Users are also invited to create their own Whitelists and Blacklists to, additionally, set rules as to who is being given access to the Freight requests, Tenders, Orders that the Users publish using the Trading Desk on Shipnext.

At any given moment, the Users may choose to contact Shipnext via support@shipnext.com or via Chat to get additional information on how their data is protected, and who, if at all, is given access to their data inside or outside of their company (in case of a corporate use of the Platform). The Users are also suggested to take the initiative and express their own suggestion or recommendation as to how the data they receive, store, process and use on the platform in relationship to the Cargo/shipments, Freights, Open Fleet Positions, company information and Contacts is used by the Company.

It is also understood and accepted by the User, that the information, such as freight-requests, tenders, cargo shipments, orders, fleet positions and/or freight reports, provided to or sent to the Platform via fix@shipnext.com, fixtures@shipnext.com, or keyed in on the platform for the purpose of Cargo-to-Ship or Ship-to-Cargo matching, shall be received, processed, electronically filtered and transformed by the Company into either a Cargo Bid or a Ship Position and shall be openly published for the purposes of generating supply and demand, providing optimal solutions for the benefit of the Users.

On the one hand side Users can use it as a SaaS:

a) email service - handling, processing and managing their own and corporate emails

b) storage of Cargo-related data (freight requests, tenders, orders, shipments) related to description, details, tags, comments, freight ideas, fixed freights

c) storage of Fleet-related data (Technical parameters, disponent owners, speed & consumption, technical parameters, trade restrictions, trade preferences, statuses, hire ideas, fixed rates)

d) storage of Documents - Voyage and Time-charter parties, Bills of Lading, etc

e) storage of Contracts (Company and Individual addresses, emails, telephone numbers, additional data)

f) storage of personal and corporate automated tagging rules, settings, team-composition and access-rights

g) management, processing and usage of data using Chat, Comment boxes and Dashboard

On the other hand, Shipnext also allows Users to interact using its MaaS (Marketplace model) where users can:

h) create a Cargo, Freight request, Tender, Shipment by a number of tools, including online forms, email (fix@shipnext.com) and other

i) create Fleet Positions and clearly define the preferred employment (voyage, time-charter, period charter or other)

j) create and send offers, indications and freight proposals on Cargo (Freight requests, Tenders, Orders) created by other Shipnext Users or those that arrive to Users on proprietary basis via emails, chats, API, EDI or other electronic means;

k) create and send time charter bids (hire offers) on Fleet created by other Shipnext Users or those that arrive on proprietary basis via emails, chats, API, EDI or other electronic means;

l) share and distribute fixture reports (market overview) on done deals through fix@shipnext.com or fixtures@shipment.com or reports@shipnext.com or other means.

Shipnext can also and aims at creating an ecosystem, where:

m) Users may deliberately choose to share Cargo data (freight requests) from 3rd parties and other Shipnext users or non-users.

n) Users may deliberately choose to share Freight-related data, freight ideas, fixed freights and comments, related to Cargo from 3rd parties or other Shipnext users or non-users.

o) Users may deliberately choose to share technical parameters, trade restrictions, trade preferences, statuses, open positions, comments and updates related to Fleet, along with its open positions and freight ideas, related to their own fleet, or that of 3rd parties or other Shipnext users or non-users;

p) Share and exchange useful port-related data, including but not limited to port restrictions, available facilities, service providers, costs and other important and valuable information.

Shipnext undertakes to use its best endeavours to process, interpret and translate the information provided to it by the User in the most efficient and meticulous manner, provided that the User expressly agrees that the Company shall not be held liable for any misrepresentation of information provided in a sub-standard or ambiguous manner. Any such errors may, however, be reported by the User to the Online Assistance service provided by the Company for immediate correction.

The User agrees that it is solely responsible for any information or data provided to the Company. Information or data given to the Company must be true, legal, accurate, and non- fraudulent. The User agrees that it shall not, directly or indirectly, provide contact information or data to other Users for the purpose of bypassing the Subscription Fee payable to the Company. Information may not contain any viruses or other malware that may damage or interfere with the Company’s website and App.

The Company is primarily engaged by corporate entities and as such those Users are not data subjects. However, as part of such instructions personal information may be provided to us (e.g. personal information relating to any of our corporate clients' or prospective clients' officers or personnel, any opponent or vendor or purchaser or personal information relating to their legal advisors or personnel, as relevant or similar).

The User authorizes the Company to use the information supplied to it for the purposes of the performance of the Services as indicated in the Privacy Policy byreference.

The User(s) agree that all terms and conditions forming part of any Contracts negotiated and entered by any two (2) or more Users shall be treated as private and confidential and shall bind only the contracting Users. The Company is not to be considered a party to the Contract and shall not be held accountable for its terms and conditions, as well as for the performance of any of the obligations contained therein, and the credibility and liability of the contracting Users.

It is agreed that the Parties shall not be held responsible or liable for any information sourced by any of its Users via e-mail, or data provided by the same on- or offline, as well as for the timing of its publishing and the availability on its freight market simulation platform, on Shipnext.

Users shall take appropriate measures to protect their computers and/or system from any virus and/or malicious software received from the internet network. It is agreed that the Company shall not be responsible for any viruses which may be received by the User(s) as a result of their use of the Company’s websites.

The Company shall not be held liable for any claim arising as a result of the content appearing on other websites, which are led to by hypertext links, which appear on www.shipnext.com and the App and are not in any way controlled by the Company.

Company As Broker

The Company shall act as an introducer to the different Users and shall aim to facilitate the User/s search for a Cargo Bid or Ship Position from the open freight market created by the interface of Shipnext made for this purpose by the Company, with the help of the inbuilt filters, algorithms and automatic calculations made by the team engaged by the Company for this purpose.

The User agrees that the use of the Company’s website and its acceptance of the Services does not confer or imply that any contractor (independent or otherwise), agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship exists between the Company and the User and, furthermore, that no affiliation, association or connection is created between the same parties.

Shipnext does not serve as a Party to any negotiations nor to any contract/document generated online through or/and with the help of Shipnext Services.

Liability

The User/s agree that the Company shall bear no responsibility for the Contracts negotiated and/or concluded between the Users themselves inside or outside Shipnext. The Users expressly and irrevocably release and exonerate the Company, its officers, directors, agents, and employees from all claims, demands and damages (actual and consequential) of any kind and nature, arising out of or in any way connected with any disputes which may arise between the Users.

In addition to this, it is expressly agreed that the Company shall bear no responsibility for the validity or credibility of the information/description about cargoes, ships, ports, stevedoring companies and restrictions provided by its Users and the resulting statistics and analytics data, as well as all the data and information provided by the Users.

It is also understood and agreed, that all calculations and matching is performed by the Company in good faith and purely on the basis of the information made available to the Company by the User.

The Company relies on any updated information on Ships, Cargo, Port and Terminal, Canals and Rivers, International or Navigational Restrictions, International Sanctions, Tariffs and Prices available at the time of last update, together with the information it receives from the Users.

Copyright and Intellectual Property

The Company declares that it is the owner of the logos, trademarks and any distinctive signs shown on its website and App, together with the software, and any upgrades or developments, which have been developed in their pursuance (the “Intellectual Property Rights”).

The User agrees not to infringe nor violate any of the Intellectual Property Rights of the Company, in any form whatsoever.

Any information stored on the servers of the Company and comprising its databases is legally protected, and cannot be extracted, re-used, stored , reproduced or forwarded to the Users and/or any other third parties without the prior written agreement or explicit consent of the Company.

Shipnext Services

The Services offered by the Company shall be connected with the User's search for any of the following:

Shipnext Professional (Trading Desk, Exchange and other products for Dry-Bulk, Wet-bulk, Breakbulk and Containerized cargo)

• E-mail parsing and processing
• E-mailing and Communication
• Cargo-to-Fleet matching (including Fleet search)
• Fleet-to-Cargo matching (including Cargo/Orders search)
• Online Freight auctioning
• Online Freight bidding, tendering and negotiations (including Voyage- and Time- charter)
• Online Contracting
• Contract / Charter Party management
• Charterer and Ship Owner’s rating (access to Charterer’s name, Shipowner, Disponent Owner, Broker data)
• Response to navigation and port restrictions
• Automatic Freight index
• Freight calculators with access to Distances, Fleet technical and navigational parameters and characteristics, Bunker prices, Intake calculations, Loading and Discharge rates in Ports and Terminals, Estimated Port Costs, etc.
• Electronic Bill of Ladings
• Data-base Support - cargo, fleet, ports, stevedoring companies, restrictions, etc
• Tagging and Commenting (privately and publicly)
• Entry and Storage of data related to Freight Idea, Fixed Freights, Hire Idea, Fixed Time Charter Rates.
• Entry and Storage of data related to Speed and Consumption, Preferred trade, Preferred Cargo, Excluded Trade, Excluded Cargo, Statuses, etc
• Access to Data on Fleet – current position, destination, status, employment, technical parameters, previous ports of call, past names, comments (public/private).
• Email management, search, tagging and data-extraction
• Management of incoming and outgoing freight exchanges, negotiations, biddings
• Access to international fleet, sanctions and compliance checks, performance data
• Port Data and Terminal data (including Navigational restrictions, description, available facilities and cranes, Weather forecast, geofencing, Congestion data, Port Line-up and available cargo).
• Setting and individual set-up, automated tagging, whitelists and blacklists, team access management
• CRM and Contact Management
• Dashboard for task-management and internal collaboration

SHIPNEXT Connect

• Online E-mail processing (Gmail, Sedna, etc)
• Individual Email processing on local (internal) Company servers (on demand)
• Cargo-to-Fleet matching (including Fleet search)
• Fleet-to-Cargo matching (including Cargo/Orders search)
• Online Freight auctioning (company names blurred only)
• Online Freight bidding, tendering and negotiations (including Voyage- and Time- charter)
• Online Contracting
• Contract / Charter Party management
• Charterer and Ship Owner’s rating (blurred only)
• Response to navigation and port restrictions
• Automatic Freight index (blurred only)
• Freight calculators with access to Distances, Fleet technical and navigational parameters and characteristics, Bunker prices, Intake calculations, Loading and Discharge rates in Ports and Terminals, Estimated Port Costs, etc.
• Electronic Bill of Ladings
• Data-base Support - cargo, fleet, ports, stevedoring companies, restrictions, etc
• Tagging and Commenting (privately and publicly)
• Entry and Storage of data related to Freight Idea, Fixed Freights, Hire Idea, Fixed Time Charter Rates.
• Entry and Storage of data related to Speed and Consumption, Preferred trade, Preferred Cargo, Excluded Trade, Excluded Cargo, Statuses, etc
• Access to Data on Fleet – current position, destination, status, employment, technical parameters, previous ports of call, past names, comments (public/private).
• Email management, search, tagging and data-extraction
• Management of incoming and outgoing freight exchanges, negotiations, biddings
• Access to international fleet, sanctions and compliance checks, performance data
• Port Data and Terminal data (including Navigational restrictions, description, available facilities and cranes, Weather forecast, geofencing, Congestion data, Port Line-up and available cargo).
• Setting and individual set-up, automated tagging, whitelists and blacklists, team access management

SHIPNEXT Monitor

• Customization of design and products
• Integration of SHIPNEXT Algorithms and services into individual Supply Chain related processes.
• Construction of integrated Supply chain ecosystem, big data analysis, and carrier rating.
• Integration of Freight Trading, Analytics, Contract and Charter Party- related, Electronic Bill of Lading-related documentation flow into Company’s production, commercial, logistics and port-trade execution processes.
• Construction of an individual/Private Supply Chain-related Blockchain Solution.
• E-mail parsing and processing
• E-mailing and Communication
• Cargo-to-Fleet matching (including Fleet search)
• Fleet-to-Cargo matching (including Cargo/Orders search)
• Online Freight auctioning
• Online Freight bidding, tendering and negotiations (including Voyage- and Time- charter)
• Online Contracting
• Contract / Charter Party management
• Charterer and Ship Owner’s rating (access to Charterer’s name, Shipowner, Disponent Owner, Broker data)
• Response to navigation and port restrictions
• Automatic Freight index
• Freight calculators with access to Distances, Fleet technical and navigational parameters and characteristics, Bunker prices, Intake calculations, Loading and Discharge rates in Ports and Terminals, Estimated Port Costs, etc.
• Electronic Bill of Ladings
• Data-base Support - cargo, fleet, ports, stevedoring companies, restrictions, etc
• Tagging and Commenting (privately and publicly)
• Entry and Storage of data related to Freight Idea, Fixed Freights, Hire Idea, Fixed Time Charter Rates.
• Entry and Storage of data related to Speed and Consumption, Preferred trade, Preferred Cargo, Excluded Trade, Excluded Cargo, Statuses, etc
• Access to Data on Fleet – current position, destination, status, employment, technical parameters, previous ports of call, past names, comments (public/private).
• Email management, search, tagging and data-extraction
• Management of incoming and outgoing freight exchanges, negotiations, biddings
• Access to international fleet, sanctions and compliance checks, performance data
• Port Data and Terminal data (including Navigational restrictions, description, available facilities and cranes, Weather forecast, geofencing, Congestion data, Port Line-up and available cargo).
• Setting and individual set-up, automated tagging, whitelists and blacklists, team access management
• CRM and Contact Management
• Dashboard for task-management and internal collaboration

Users and/or Clients are requested to report on any errors or suggestions to support@shipnext.com.

Third Party Content

The Company has the right and may use third party content or connected supplementary service provided by third parties, to which the Users and Clients shall be granted complete access.

Third party content may also be inserted or added unilaterally by the Third Parties. Such content shall be carefully and regularly double- checked by the Company to avoid possible misuse or violations.

The Company may require the Client and/or Users to agree to the licensing terms and conditions imposed by the Third Party before granting access and/or use of the Third-Party content to the relevant Client(s) and/or User(s).

The Client’s and/or User/s agree that any Third-Party content shall not be copied, forwarded, multiplied or misused by the Client(s) and/or User(s). The User/s and/or the Client/s who are reasonably suspected or who are found guilty of such actions may be blocked access to the Company’s website and App.

The Client(s) and/or User(s) agree not to infringe nor violate any of the Intellectual Property Rights belonging to any Third Party, in any form whatsoever.

The Client and/or User undertake that they will indemnify the Company and keep the Company fully indemnified against all actions, claims, proceedings, costs and damages and all legal costs or other expenses arising out of any breach of the above mentioned terms, or out of any claim by a Third Party based on any facts which if substantiated would constitute such a breach.

Company Subscription

In consideration for their participation in the online freight market simulation process, search for Cargo offers or Ship positions, registration of requests and online auction participation, negotiations and contract management the User/s undertake to pay to the Company the monthly/yearly subscription fee (the “Subscription Fee”) applicable at the time of subscription.

The Company shall further provide analytic and relevant information services, which shall be offered as a separate service and for which a separate monthly/yearly subscription fee shall be due.

Failure to pay either the Subscription Fee or the Contract Fee may result in: (i) the termination of the Company’s cooperation/provision of the Services to the User(s) and/or Client(s), (ii) reporting such Client(s) and/or User/s as blacklisted and (iii) taking legal action against the Client(s) and/or User(s) in accordance with applicable law.

Upon termination of the present Agreement for any reason whatsoever, User(s) and/or the Client/s shall remain liable for any and all sums (including but not limited to the Subscription Fee and the Contract Fee) due up to and including the effective date of the termination.

In the event of any payment due by the User(s) and/or Client(s) not being made to the Company in relation to the Services to which the User(s) and/or Client(s) have subscribed, interest at the highest rate allowed by the applicable law shall be payable on the amount due.

The Subscription Fee is payable in advance and, unless the subscription is cancelled beforehand in accordance with the provisions of the Termination clause, subscription renewal fees shall automatically be charged to a User's credit or debit card without prior notification. Until such time as this Agreement is cancelled the User expressly authorizes the Company to charge the User any Subscription Fees which may fall due from time to time.

Any User may cancel his or her subscription at any time in line with the provisions of the Termination clause contained in this Agreement. Any Fees paid before cancellation will not be refunded for any reason whatsoever. The User assumes responsibility for all actions taken or payments made with its username and password.

The User agrees and understands that the Company is not responsible for any monetary or other disputes that arise between the Users - it is the responsibility of the relevant Users to resolve all monetary disputes, damage claims, breach of contract claims and similar claims that may arise between them and the Users undertake not to summon the Company as a party to any such disputes or claims

Security

When processing a payment of any Fees due to the Company in terms of this Agreement, the details submitted by the User will be provided directly to the payment provider chosen by the Company via a secured connection. The Company uses industry standard practices to safeguard personal information. The Company utilizes several different security techniques to protect data from unauthorized access, but cannot guarantee the security of its system and, moreover, cannot guarantee uninterrupted or secure access to its system, as the operation of its website and/or App can be interrupted by numerous factors outside of its control. The User exonerates the Company from any liability or responsibility, in contract or in tort, arising from any breach of security of the payment systems it utilizes, unless such breach is caused by the willful misconduct or negligence of the Company.

Online Assistance

The Company shall make available to the User(s) a one-time online personal presentation and/or explanation to each new User, upon demand, which is designed to help each new User discover the scope of services and possibilities offered by the Company.

Such assistance and training shall be rendered by the Company, and they can be requested by contacting Shipnext through support@shipnext.com.

Confidentiality

Any information which the User and/or Client does not want to appear on the Company’s portals should be marked as “not for circulation” or “do not circulate”. In such case the e-mail or other data shall not be displayed online and/or be otherwise used by the Company in any manner.

The Company also undertakes to keep all Contracts or Contract negotiations and data encrypted and confidential. Any Contracts signed or agreed upon online shall be considered as pertaining to the contracting parties only, and shall not be disclosed or made available to any third parties unless authorized by the contracting parties or specifically ordered by a court of law or other competent tribunal in connection with a dispute arising between the Users.

Miscellaneous

If at any time, any one or more of the Terms & Conditions is or becomes illegal or unenforceable in any respect, whether by operation of law or as the result of a final judicial decision to that effect, such particular term or condition shall be considered to have been struck out and shall not be of any effect, but the other provisions of these Terms & Conditions shall not be affected or impaired thereby and shall remain in full force and effect.

Any alterations made to these Terms & Conditions by the Company shall take precedence over any printed or previously agreed terms and conditions.

Domicile & Notices

Any complaints or legal notices to be sent in accordance with the procedure set out in these Terms and Conditions are to be sent to the following e-mail address: support@shipnext.com. The Company reserves the right to use the e-mail provided by the User(s) and/or Client(s) in the Personal Profile and upon registration or sign/up for the purposes of notification of any kind.

Notice shall be considered as properly received provided it has been answered within 12 hours after the e-mails has been sent. If no reply follows 12 hours after such notice, the User/s and/or Client/s is requested to repeat his e-mail notice or contact the Company by telephone.

Termination

Either Party has the right to terminate these Terms & Conditions by giving 7 days prior written notice by email or registered mail. The User agrees that unilateral termination by the User does not, however, release the User from the obligations to pay any outstanding Fees due to the Company, if any.

In the event of wrongful or unauthorized use of the Services, the Company has the right to terminate User’s access to the Company Service portals immediately, without preliminary notice. Such termination does not in any way release the User from compensation and liability, as well as outstanding Fees for Services provided to him by the Company up to that date.

Applicable Law & Jurisdiction

The Agreement is concluded for an unlimited period with effect from the date upon which a User becomes a User, being the date of either clicking “Accept” or by accessing and/or using the Services and/or the Products or receipt by the User of the Access Codes by any means whatsoever.

These Terms & Conditions shall be governed by and construed in accordance with the Law of Belgium and any dispute arising out of and in connection with this Agreement, its interpretation or execution shall be submitted to arbitration in Belgium under the international arbitration rules of the Kingdom of Belgium