SHIPSERV PAGES SERVICE CONDITIONS (2006-04)
This "business-to-business" website, known as ShipServ Pages, is owned and operated by ShipServ Ltd. ("ShipServ"),
Building 3, Chiswick Park, 566 Chiswick High Road, London W4 5YA, United Kingdom and references to "You" or "Your" are
references to the business or company ordering Services or managing its Content on the ShipServ Pages
These "Service Conditions" govern the relationship between ShipServ and such businesses or companies for the
supply, management, maintenance and verification of content such as information, data, art work, advertising, logos
or photographs or any other material for the ShipServ Pages ("Content"). Separate "Terms of Use" govern
the relationship between ShipServ and those who browse the site and make use of such Content.
1. THE CONTRACT BETWEEN YOU AND SHIPSERV
1.1 If You wish to use the Services (see Clause 2.1), You should only do so if these Service Conditions are
acceptable to You without modification.
1.2.1 Subject to Clause 1.2.2, these Service Conditions become binding on both You and ShipServ when You accept
them on any order form or during any registration or verification process (for example, by ticking a box: "I have
read and accept the current ShipServ Pages Service Conditions") or otherwise. Further, if for any reason You do not go through
any such processes and do not have an opportunity to accept these Service Conditions, Your use of any Service shall
be deemed to bind both You and ShipServ to these Service Conditions.
1.2.2 ShipServ reserves the right to refuse to allow You to use any or all Services if in its absolute discretion
it considers that Your use, or potential use, of a Service may be in breach of Clauses 4.4, 4.5 or 4.6 or that You
are not an appropriate business for the ShipServ Pages, in which case it will refund any money paid.
1.3.1 Subject to Clause 1.3.2 these Service Conditions together with any order form, the Service Description pages
of the ShipServ Pages relevant to Your Services, the Service Guidelines, the Terms of Use and any other document specifically
incorporated by these Service Conditions (collectively "this Agreement") constitute the whole of the agreement
between ShipServ and You and shall govern the relationship between You and ShipServ in respect of Your use of the
ShipServ Pages and its Services. Note: Throughout these Service Conditions whenever one of these documents is named, You can
link to it by clicking on the document name.
1.3.2 If You are or become a customer for ShipServ products and services other than the ShipServ Pages, this Agreement shall
only apply to the Services supplied by ShipServ to You in respect of the ShipServ Pages. In all other respects Your
relationship with ShipServ shall be governed by Your user or service agreement, the ShipServ General Terms &
Conditions or any other agreement that applies to a particular ShipServ product or service.
1.4.1 ShipServ may at any time change, replace or delete these Service Conditions or include new terms. Before any
proposed change becomes effective, ShipServ shall use reasonable endeavours to e-mail "Your Administrator" (being
the person who has control of the details (including the e-mail address) referred to in Clause 4.2) fourteen days
notice of any such change. Such changes shall also be notified on the ShipServ Pages website.
1.4.2 If You do not agree to such proposed change, You must immediately notify ShipServ in writing, in which case
You or ShipServ may discontinue all Services being used by You immediately.
1.4.3 Your continued use of the Services shall constitute Your acceptance of any such changes to these Service
Conditions.
1.5 Your use of any additional or changed Services shall constitute Your acceptance of any clauses or conditions
specific to such Service.
2. THE SERVICES
2.1 You can use any of the services of the ShipServ Pages as are described in paragraph 2 of the Service Guidelines and on the
Service Description pages of the ShipServ Pages ("the Services") and which You have agreed to use ("Your Services").
2.2 ShipServ may use agents and/or sub-contractors to perform, or assist it in performing, Your Services on its
behalf where it deems it appropriate to do so.
2.3 Where You have to provide Content to ShipServ for it to carry out its obligations in respect of a Service,
ShipServ shall not commence any work necessary for such Service until it has received from You all of the Content
required for the Service. ShipServ shall not be required to return any such Content that You give it for the
purpose of providing such Services to You.
2.4.1 Subject to Clause 2.4.2 ShipServ reserves the right to add a new Service or alter the look, feel, style,
facilities and functionality of the ShipServ Pages or any of the Services at any time without giving You prior notice but in
doing so ShipServ shall endeavour not to materially diminish the overall functionality and value of the Services or
the ShipServ Pages.
2.4.2 ShipServ may remove a Service or a material part of a Service. Before any proposed removal becomes effective
and if You are using the Service proposed to be removed, ShipServ shall use reasonable endeavours to e-mail Your
Administrator fourteen days notice of any such removal. Such removals shall also be notified on the ShipServ Pages website.
You shall be entitled to a pro-rata refund in respect of that part of a period for which You have paid but for
which the Service shall cease to be available to You.
3. FEES
3.1 ShipServ reserves the right to charge fees for any of the Services ("Fees"), but may at its sole discretion
choose to offer some Services free of charge generally or to a particular customer.
3.2.1 Where Fees are applicable to Your Services, You shall pay such Fees as are set out in the Service Description
pages or elsewhere in the ShipServ Pages or in any order form, as well as any applicable tax (e.g. VAT).
3.2. Unless ShipServ specifically agrees a different basis with You, Fees shall be paid as follows:
3.2.1 In the case of Services provided on a periodic basis (e.g. weekly, monthly, quarterly or annually) the Fees
shall be paid by You at the same time as Your order and then again on the commencement of each subsequent period.
3.2.2 In the case of one-time services the Fees shall be paid by You at the same time as Your order.
3.3.1 ShipServ shall have the right to change the Fees at any time. Before any proposed change becomes effective,
ShipServ shall use reasonable endeavours to e-mail Your Administrator fourteen days notice of any such change. Such
changes shall also be notified on the ShipServ Pages website.
3.3.2 In the case of Services provided on a periodic basis such changed Fees will apply from the beginning of the
next period after the change has been notified.
3.3.3 Your payment of any changed Fees shall constitute Your acceptance of such Fees.
4. YOUR RESPONSIBILITIES
4.1 You represent, warrant and undertake that at all times You have the right, authority and any required
permission and consents to enter into this Agreement and that Your Administrator has the power to exercise such
right, authority, permission and consents on Your behalf.
4.2 You shall at all times keep up-to date the details of Your Administrator (being the person who has control of
the e-mail address and other details designated as "Directory Listing Admin" on the Contacts page of Your Listing)
so that contact can at all times be made with You.
4.3 You are authorised to access the ShipServ Pages and Your Services solely to manage Your Services and account and You shall
acquire no other rights or licences in the ShipServ Pages or the Services. Where You are a User of the ShipServ Pages, You shall be bound
by the Terms of Use.
4.4 You shall abide by the Service Guidelines, which set out the guidelines, policies and standards relating to all
Content on the ShipServ Pages.
4.5 By using a Service You warrant, represent and undertake that at all times the Content that You provide for use
in the ShipServ Pages and Your Services is:
4.5.1 accurate, complete, up-to-date and honest;
4.5.2 in a suitable format, provided using fully licensed software and free from harmful viruses;
4.5.3 not in breach of any applicable advertising, sales or marketing laws, regulations, as may be revised from
time to time, or any other codes of advertising standards laid down on a statutory or a self regulatory basis for
the regulation of any relevant advertising industry;
4.5.4 not indecent, offensive, prejudicial, inflammatory, defamatory, blasphemous or racially abusive;
4.5.5 not likely to expose ShipServ to claims, result in ShipServ's prosecution, cause ShipServ to infringe the
legal rights of any third party, or cause ShipServ embarrassment or distress of any kind;
4.5.6 not in breach of any other law, statute, statutory instrument or regulation in any relevant jurisdiction;
4.5.7 Your intellectual property or have validly been licensed to You in such a way as permits ShipServ to use them
on Your behalf in the ShipServ Pages and You authorise ShipServ to hold, reproduce, publish, adapt, transmit and disclose such
Content;
4.5.8 not at any time or in any manner an infringement of any copyright, design right, database right, patent,
trade mark, trade secret or any other intellectual property or proprietary rights (whether registered or
unregistered) of any third party or any rights and forms of protection of a similar nature to any of the foregoing
or having equivalent effect anywhere in the world - on request You shall provide us with suitable documentary
evidence that will reasonably satisfy us of Your entitlement to make use of any of Your Content or to make
enquiries of a third party as to Your entitlement to use such content (for example trademarks, logos etc);
4.6 Except as expressly authorised by ShipServ in writing or to the extent that such activity is permitted by law
You shall not, and shall not permit anyone to:
4.6.1 in any way tamper with, reverse engineer or otherwise copy, adapt, lease, lend, distribute, sell, sub-
license, or otherwise transfer any the of the ShipServ Pages software or its functionality, all the intellectual property
rights to which belong to ShipServ or its licensors;
4.6.2 copy, sub-license, distribute sell, or publish any of the Content of the ShipServ Pages.
4.6.3 interfere or attempt to interfere with the proper operation of the ShipServ Pages or the Services;
4.6.4 grant or allow access to the ShipServ Pages or Your Services to any person other than a person employed by You who has
been authorised by You to carry out Your tasks pursuant to this Agreement and then only for as long as ShipServ is
satisfied that they are that person;
4.6.5 use the ShipServ Pages, its Services or the Content other than as expressly permitted by this Agreement;
4.6.6 resell any Service which You have purchased or are entitled to use.
4.7 ShipServ shall co-operate fully with investigations of violations of systems or security networks or security
at other sites and with law enforcement authorities in the investigation of possible criminal violations. If You
violate any systems and/or network security, You may also incur other criminal or civil liability.
4.8.1 ShipServ reserves the right to remove all Your listings, advertising or other Materials if in its absolute
discretion it considers You to be in breach of Clauses 4.4, 4.5 or 4.6.
4.8.2 Whether or not ShipServ exercises its rights under Clause 4.8.1, You shall indemnify, defend and hold
ShipServ harmless for all liability, claims, damages and costs, including reasonable legal expenses, arising out of
or in connection with a breach by You of Your obligations, representations and warranties in these Service
Conditions.
4.8.3 You shall not be liable if You cannot perform any of Your obligations under this Agreement because of
circumstances beyond Your reasonable control such as technical failure, severe weather, fire or explosion, civil
disorder, war, or military operations, natural or local emergency, anything done by government or other competent
authority or industrial disputes of any kind.
4.8.4 Nothing in this Agreement affects Your liability for fraudulent misrepresentation.
5. SHIPSERV'S RESPONSIBILITIES
5.1.1 The ShipServ Pages and the Services (and any Content made available through them) are provided on "As Is" and "As and
When Available" basis. Whilst ShipServ shall use all reasonable skill and care in the creation and supply of the
ShipServ Pages and the Services, ShipServ does not give any guarantee or warranty as to their suitability, availability,
accuracy, freedom from fault, freedom from viruses or other impairing or harmful components or fitness for any
purpose.
5.1.2 ShipServ shall run commercially available virus detection and correction software and shall endeavour to
ensure that errors are not service affecting and to correct reported faults as soon as it reasonably can. If a
fault occurs, You should report the fault to ShipServ (see the Contact Us page on www.shipserv.com).
5.1.3 ShipServ may need to temporarily suspend the whole or any part of the Services from time to time but shall
give You as much notice as is reasonably practicable in the circumstances.
5.1.4 Except as expressly set out in this Agreement, all warranties, conditions or other terms implied by statute,
common law or otherwise are excluded to the fullest extent permitted by law.
5.2. Subject to Clause 5.4, ShipServ accepts no liability in contract or tort (including liability for negligence)
for loss of business revenue or profits, anticipated savings or wasted expenditure, corruption or destruction of
data or for any indirect, special or consequential loss or damage (including punitive damages).
5.3.1 Subject to Clause 5.4, in any event ShipServ's liability to You under or in connection with this Agreement
shall be limited to the lowest of (a) the sum validly claimed by You, (b) the total amount of the Fees paid by You
for Your Services during the six month period immediately prior to the date on which the liability first arose or,
if none, $250 (c) any sum calculated under Clause 5.3.2.
5.3.2 Where one incident gives rise to claims by more than one claimant in respect of the ShipServ Pages and its Services,
ShipServ's liability to all such claimants arising out of such incident shall be limited to US$50,000, which shall
be shared between them pro rata. In calculating such prorating, the amount considered in respect of Your claim
shall be the lesser of the sums referred to in Clauses 5.3.1(a) and 5.3.1 (b).
5.4 ShipServ does not limit or exclude its liability for death or personal injury caused by its negligence or any
other liability to the extent that such a limitation or exclusion is prohibited by law.
5.5 ShipServ shall not be liable if it cannot perform any of its obligations under this Agreement because of
circumstances beyond its reasonable control such as those referred to in Clause 4.8.3.
5.6. Nothing in this Agreement affects the liability of ShipServ for fraudulent misrepresentation.
6. DURATION & TERMINATION
6.1 In the case of periodic services,
6.1.1 Such Services are provided by ShipServ for the specified period from the first date on which You make payment
to ShipServ or from any other agreed date.
6.1.2 Thereafter, this Agreement shall continue indefinitely so long as You continue to pay the Fees or unless one
of the Parties terminates this Agreement in accordance with these Service Conditions.
6.1.3 You or ShipServ may, by at least thirty days notice in advance, elect not to renew Your contract with
ShipServ at the anniversary of the periodic service.
6.1.4 If You are using an on-going free of charge Service this Agreement shall commence on the date that You first
used the Services. In such a case You or ShipServ may, by at least thirty days notice, terminate this Agreement at
any time.
6.2 In the case of one-time services this Agreement shall terminate upon the later of completion by ShipServ of
such services and receipt of payment in cleared funds from You of all Fees that are due in relation to them.
6.3 Notwithstanding any other rights elsewhere in this Agreement, one Party may terminate this Agreement
immediately where the other Party is in breach of its obligations.
6.4. This Agreement shall terminate immediately if You are made bankrupt, enter into liquidation or any arrangement
or composition with Your creditors or if a receiver or administrator or similar official is appointed against any
of Your assets or business.
7. DISPUTES
7.1 This Agreement shall be governed by English law.
7.2.1 The Parties shall attempt to settle in good faith any dispute or difference which arises between them out of
or in connection with this Agreement, by negotiations.
7.2.2 In the event of failure of such negotiations, the Parties shall use a formal mediation procedure in
accordance with London Maritime Arbitrators Association ("LMAA") Mediation Terms current at the time of the dispute
(these may be found at www.lmaa.org.uk). Such mediation shall take place at a venue to be agreed by the Parties
and, failing agreement, in London, UK. Each Party shall bear its own costs incurred in the mediation proceedings
and one half of the fees and expenses of the mediator.
7.2.3 If such mediation is unsuccessful, each Party shall submit to the non-exclusive jurisdiction of the English
Courts.
8. GENERAL
8.1.1 You may not assign or try to assign or otherwise deal with any of Your rights and obligations under this
Agreement without ShipServ's prior written consent.
8.1.2 ShipServ may assign or sub-contract all or any of ShipServ's rights and obligations under this Agreement to
any third party.
8.2. Any notice under this Agreement may be sent by letter, fax or e-mail to Your Administrator or to ShipServ
Customer Support (details may be found on the Contact Us page of www.shipserv.com), as the case may be.
8.3 A Party's failure to insist upon or enforce strict performance of any provision of this Agreement shall not be
construed as a waiver of any provision or right. Neither the course of conduct between You and ShipServ nor trade
practice shall act to modify any provision of this Agreement.
8.4 If any provision of this Agreement is held to be invalid or unenforceable, all other provisions of this
Agreement shall remain in full force and effect.
© ShipServ Ltd April 2006 - Version 2006-04