AXSS&P Terms of Use

Legal Notices, Copyright Information and Terms of Use

1. Definitions.

In the present agreement, the following terms shall, other than where a contrary intention is expressed, have the meaning given to them hereunder:

AXSMarine : a limited liability company ("Société Anonyme à Directoire et Conseil de surveillance") whose registered office is situated at 3 rue Meyerbeer, 75009 Paris, France, having a company identification number 431 720 010 R.C.S. Paris, owner and operator of the sites axsmarine.com , axstanker.com and axsliner.com

Web-sites : the sites created and operated by AXSMarine.

User : any person whether or not a Member, accessing the Web-sites axsmarine.com and consulting the pages forming part of the web site which are accessible to him.

Member : any User bound contractually to AXSMarine in accordance not only with the general terms and conditions set out in the present agreement but also the special terms and conditions applicable to the Services, or such part thereof, to which he has subscribed.

Services : all of the functions presently offered to Members on the Web-sites.

Access Codes : the user name and personal access codes communicated by AXSMarine to the Member and permitting the latter to access such part of the Services to which he has subscribed.

Agreement : agreement for the provision of services binding the Member and AXSMarine and comprising the present general terms and conditions of use of the Web, the special terms and conditions applicable to the Services, or such part thereof, to which the Member has subscribed and the application form duly completed.

Parties , or individually, Party : AXSMarine and/or the User and/or Member.

2. Rules of conduct for the use of internet services.

The User declares that it recognises and accepts the characteristics and the limitations of internet and in particular recognises :

• Having knowedge of the nature of internet network and, in particular, of its technical performances and response time in consulting, interrogating or transferring information.

• That the information circulating on internet may not be protected, notably in respect of possible misuse,

• That the communication by him or by any one or more of his servants or agents of his Access Codes and, in a more general manner, of any information considered to be confidential by the User is made at his risk and peril,

• That the information circulating on the internet or accessible on the Web-sites may be regulated in respect of their use or may be protected by an intellectual property right,

• That he alone is responsible for the use of the information which he consults, interrogates and transfers on the internet,

• That the community of users of internet have developed a code of conduct, also called "Netiquette", violation of which may cause difficulties for the User in the continued use of the internet or otherwise and for which AXSMarine shall not, in any case whatsoever, be responsible.

• That he shall take all appropriate measures to protect his own information and/or software on contamination by possible virus circulating on the internet network.

3. Right of access to electronic data.

AXSMarine is based in France and the servers permitting use of the Web-sites are also located in France. Accordingly certain over-riding provisions of French law are applicable to the present Agreement.

Any User may require AXSMarine to communicate any nominative data or information concerning him and, when necessary, to modify, rectify or suppress them in accordance with the provision of the French law N°78-17 of 6th January 1978 relating to computers, computerised listings and freedoms.

The right to require the communication, modification, rectification or suppression of such data or information may be exercised either on-line to the following address or by sending a recorded delivery letter to AXSMarine at its registered office as indicated in clause 1 above.

AXSMarine is authorised, and insofar as is necessary the User authorises AXSMarine, to communicate the data or information which it is required to communicate to the Commission Nationale de l'Informatique et des Libertés ("CNIL") in respect of any User, and shall also be authorised to communicate data or information relating to the User if required to do so by law or by judicial order.

4. Links to and from third party internet sites.

Hypertext links may appear on the Web-sites and lead towards other internet sites.

These target sites are not in any way controlled by AXSMarine, and AXSMarine shall not in any circumstances be liable for their content, the links which they contain, nor the modifications or updating which may or should be made to them.

The creation by a User or a Member or by any other person whatsoever of any hypertext links from a third party internet site to the Web-sites is strictly forbidden without the prior written consent of AXSMarine.

5. Copyright and intellectual property rights.

The User agrees not to infringe or otherwise violate any of the rights of copyright or intellectual property of which AXSMarine is the holder in any manner whatsoever.

AXSMarine is the owner and/or has authority to use the entirety of the rights relating to the logos, trademarks, and any and all distinctive signs, together with the software, and any upgrades or developments which may be made to it in the context of the operation of the Web-sites shall be vested in and remain with AXSMarine, even where such upgrades or developments result from proposals from or information provided by any Member.

Any representation or reproduction, whether in all or in part, of the logos, trademarks and/or any distinctive sign, software, or any development thereto used in the context of the operation of the Web-sites, by any means whatsoever, without the prior authorisation in writing of AXSMarine is forbidden and shall constitute an infringement of such copyright or intellectual property rights.

AXSMarine is the creator and owner of all or part of the data comprising the Web-sites axsmarine.com in application of the French law n° 98-536 of 1st July 1998 and the European Directive n° 96/9/CE of 11th March 1996 concerning the legal protection of databases.

In accessing the Web-sites, Users recognise that the data composing it are legally protected and that, by way of example but without limitation, any extraction, re-use, storage, reproduction, representation, or keeping, whether directly or indirectly, on any type of support, by any means or in any form whatsoever of all or part, whether or not qualitatively or quantitatively substantial, of the content of the database of the Web-sites is forbidden without the prior written agreement of AXSMarine.

Notwithstanding the above, it is expressly agreed that any Member is entitled :

To continue to use, without restriction, any and all information or data which it has itself contributed to the web-sites; and
To extract, re-use, store, reproduce, represent, or keep any and all information and data comprising the web-sites in the event that the exercise of any such entitlement is :
for the sole purposes of research internal to any Member; or
restricted to the normal course of the Member's business, provided that the source of the information or data is expressly quoted as being the web-sites and that there is no public distribution of such information or data by any form of media of any kind whatsoever.

Each Member agrees to do all things necessary to enable AXSMarine to enjoy any and all benefits of any and all rights of copyright or intellectual property in the content or functionality of the Web-sites and further agrees to enforce, or assist in enforcing, such rights of copyright or intellectual property against third parties.

AXSMarine is not the holder of any right (including copyright and any other rights of intellectual property) relating to the software or the content of any sites accessible by hypertext links inserted in the Web-sites but has merely, where necessary, obtained the requisite authority to render such sites accessible to Users. Users nevertheless agree that they will not infringe or otherwise violate in any manner whatsoever any of the intellectual property rights which the owners or operators of any copyright or intellectual property may hold rights in relation to such sites.

6. Services offered to Members.

The Web-site axsmarine.com proposes to its Members Services in connection with the dry bulk sector, such as and not limited to : a Vessel position management system, a cargo tracking module, analytical tools, etc…
The Web-site axstanker.com proposes to its Members Services in connection with the wet bulk sector, such as and not limited to a Vessel position management system.
The Web-site axsliner.com proposes to its Members Services in connection with the container carrier sector, such as and not limited to : a Vessel position management system, Lines and services, fixtures book,etc…
The ICH (Internal Communication Hub) service is an additional optional service connected to the use of the Web-site axsmarine.com consisting in the transfer of the Member's cargo and tonnage related messages into database content.

Members have access to the Services proposed to them on the web-sites 24 hours a day, 7 days a week, save in the event of force majeure or of the occurrence of events beyond the control of AXSMarine and subject to possible breakdowns or any maintenance work required for the proper functioning of the Web-sites and the computerised equipment and technology required to support it.

The Member recognises that AXSMarine has the right freely to amend the Services, whether by the technical improvement of the existing Services offered, of new Services such as the addition of new modules.

It is further expressly recognised and agreed that Members shall be entitled to benefit from any technical improvement of the existing Services offered but shall not be required to subscribe to any new Services which may be developed or to similar or improved Services in connection with new sectors of activity which may be created. Access to any such new Services or similar or improved Services in connection with new areas of activity shall be subject to any User or Member subscribing to such new Services or new areas of activity in the manner set out in clause 9 hereof and the special terms and conditions which may be applicable to the new Services of new areas of activity to which he seeks to subscribe.

7. Training and assistance.

AXSMarine proposes free training of a period of 4 hours to each new Member, in order to train it in the use of the entirety of the Services accessible by it on the Web-sites.

Moreover, AXSMarine will make available to its Members a telephonic assistance service during office hours applicable in Paris. This service is limited to technical assistance and, in particular, to assisting in resolving difficulties which Members may encounter in relation to the connection by the Member to the Web-sites, access to or use of the Services, and in assisting Members in the use of the web-sites and their available functions.

8. Registration as a Member.

The registration of a User as a Member of the Web-sites is restricted to professional persons or organisations involved in maritime transport.

In becoming a Member, the User agrees to be bound by the present general terms and conditions and by the special terms and conditions applicable to the Services to which he wishes to subscribe.

AXSMarine reserves the right to refuse to permit a User to become a Member if in its sole discretion it considers that granting membership is likely to harm the reputation and/or the proper functioning of the Web-sites.
Furthermore, becoming a member of the Tanker service AXSTanker is subject to agreement of ¾ of AXSTanker members at the time of application.

9 . Use of Access Codes.

The Access Codes of a Member are strictly personal and confidential.
The Member hereby undertakes that any and all individuals authorised by it to access the Services to which it has subscribed:

shall comply in all material respects with the provisions of these general terms and conditions of use of the Web-site axsmarine.com and any special terms and conditions applicable to the Services to which the Member has subscribed ; and
shall only usepersonally, and shall keep confidential, their respective individual Access Codes, and
shall not use their respective individual Access Codes following cessation of their authority to do so for and on behalf of the Member.

The Member agrees to ensure that he will keep confidential his Access Codes and/or those supplied to any and all individuals so authorised by it to access the Services on its behalf and shall not divulge them to any person, in any manner whatsoever.

The Access Codes guarantee in particular:

the control of access to the Web-sites and the use of the services strictly by professional users involved in maritime transport,
the individual identification of all Members and the tracing of information that Members may exchange on the Web-sites,
access to individual accounts.

It is expressly agreed that all usage of a Member's Access Codes is made under the sole responsibility of the Member. The Member alone is responsible, whether to AXSMarine or to third parties, for the use of its Access Codes by its servants or agents or otherwise howsoever.

The Member agrees that it will notify AXSMarine, as promptly as possible and in the manner set out in article 18 below :

of any loss, theft or fraudulent use of its Access Codes ; and
of any individual authorised to access Services on its behalf no longer being so authorised to do so.

Access to the Services is exclusively reserved to Members and/or their authorised servants and agents in the context of professional use. The right of access to the Services as a Member is a personal right which is non exclusive, and which may, other than as set out herein, be transmitted or assigned to third parties in any manner whatsoever.

10. Accumulation and storage of data.

The Member agrees that it will only communicate on line on the Web-sites information which it sincerely believes to be true and further warrants that it is entitled to disclose or make available on line any information so communicated.

Users recognise and accept that AXSMarine uses software permitting it to identify the Users connected to the Web-sites and to record the information communicated on line and, in particular, the updating undertaken on line by each of the Members of data on the Web-sites.

It is expressly agreed between the Parties that, save where the contrary is proved, the records made by AXSMarine shall be deemed to be correct as to the identity of the User and/or Member and as to the date, the time and the contents of the information communicated on line and, in particular, of the updating undertaken on line by each of the Members of the data on the Web-sites.

In the course of the use of the Web-sites, Users may provide, or AXSMarine may otherwise obtain, information about the User or his business.

It is expressly agreed by the Parties that AXSMarine is authorised to use this information for the purpose of :

assessing the function and performance of the Web-sites,
assessing the needs of its Members,
assessing the need to market the Services offered by AXSMarine,
establishing market comments and indicators, including in the form of copyrighted indices
deriving statistics relating to the use and activity of the Web-site axsmarine.com .

AXSMarine agrees that it will keep confidential and will not disclose any data or information provided by or in respect of Members to any third parties, otherwise than to other Members in operation of the Services made available by AXSMarine to Members having rights of access to such Services, to third parties providing data processing or similar services to AXSMarine, or as otherwise provided herein.

11. Duration of the Agreement.

The Agreement is concluded for an unlimited period with effect from the date upon which the User became a Member, being the date of receipt by the Member of his Access Codes.

12. Tariffs and terms of payment.

In consideration of, and as a condition precedent to, access to the Services available on the Web-site axsmarine.com , the Member shall pay to AXSMarine a monthly membership fee, and, where appropriate, an additional fee on based on the number of messages treated through the ICH service.
The amount of the monthly membership fee and ICH fee are set out in the special terms and conditions applicable to the provision of the Services to which the Member wishes to subscribe.

The amount of the membership fee is payable three monthly in advance. The due dates for payment are the 2nd January, 1st April, 1st July and 1st October in any year.

The membership fee for new Members shall be paid within 10 days of the date upon which he becomes a Member, the amount payable in respect of the first period until the next three monthly payment date being pro rata to the amount due for a full three monthly period (each month being deemed to be a month comprising 30 days).

Upon termination of the present Agreement for any reason whatsoever, the Member shall remain liable for any and all sums due up to and including the effective date of the termination.

In the event of any payment due not being made to AXSMarine in accordance with the special terms and conditions applicable to the provision of the Services to which the Member has subscribed, the amount so remaining due shall be increased by interest at a rate of EURIBOR plus 1%.

In the event that the delay in payment by any Member of any sum due exceeds 10 days from the due date, AXSMarine shall be entitled to suspend access by the Member to the Services without notice or any formality whatsoever. Sums due in respect of the contractual period of the membership shall remain due and interest shall accrue thereon until full and complete payment.

Any costs which AXSMarine may incur as a result of any failure to make payment of the sums so due shall be borne by the Member and immediately reimbursed to AXSMarine.

The Member shall in no circumstances be entitled to seek damages or indemnification of any loss of any kind whatsoever from AXSMarine as the result of the suspension, in accordance with the terms hereof, of access by any Member to the Services as a result of an incident of non payment of sums due.

AXSMarine reserves the right to modify unilaterally at any time the monthly membership fees payable or any of the other financial terms set out in the special terms and conditions applicable to the provision of the Services to which the Member has subscribed or in the manner of making payment for the Services, for the purposes of bringing such rates or terms into line with the market. In the event of any such modification provided for under the present paragraph of this clause, the Member shall be entitled to terminate this agreement by giving three months notice to AXSMarine in the manner set out in clause 19 below to this effect.

13. Liability.

AXSMarine agrees to undertake its best endeavours to ensure that members have access to the services proposed on the Web-sites.

It is expressly agreed, particularly as the result of the obligation of the Member set out in clause 10 hereof, that AXSMarine shall not be required to undertake any verification, in any manner whatsoever, as to the nature, the characteristics, or the veracity of the information which may be available on the Web-site axsmarine.com and shall not in any circumstances be responsible for the information so available on the Web-site axsmarine.com .

By the terms of clauses 2, 3 and 4 hereof, the User and/or the Member recognises that in the circumstances therein described AXSMarine shall in no circumstances be responsible for any loss or damage of any kind whatsoever, whether direct or indirect, including without limitation any loss of business or of clients, or any consequences of erroneous research, or any loss of information or data. In any and all other cases, it is agreed between the Parties that :

Any possible transaction concluded between Members and resulting from the use of the services accessible on the Web-site axsmarine.com are negotiated directly between Members. In no circumstances whatsoever in providing the Services to Members provided for under this agreement does AXSMarine intervene in the formation or performance of transactions which may be concluded between Members ;
AXSMarine only puts at the disposal of the Members certain information and the technical means to permit them to carry out commercial transactions in an electronic form and is not thereby to be deemed as being appointed as an agent or in any other capacity whatsoever to conclude transactions on behalf of Members;
The Member alone is responsible for any loss, whether direct or indirect, caused by him or by one of his servants or agents to AXSMarine or to any third party as the result of the use of Services accessible by him on the Web-sites ;
AXSMarine shall not be liable in any way arising out of the occurrence of an event of force majeure or of events beyond its control or intent, notably in the case of failure of the network permitting access to the Web-sites for which AXSMarine shall have no responsibility, any breakdowns of any machinery belonging to the Member for the reception of information from or connection to the Web-sites;
AXSMarine declines all responsibility in the event of use of the Web-sites or of the Services in a manner not in compliance with the present contract.
AXSMarine shall not be liable in respect of any judicial proceedings brought against any Member as the result of the use of the Web-sites or of the Services,
The Member alone is responsible for the use of the Access Codes that AXSMarine shall have communicated to him in application of the present Agreement. Thus, any connection to the Web-sites or any transmission of information undertaken in using the Member's Access Codes shall be deemed to have been effected by the Member itself. This shall in particular be the case in circumstances where the Member pre-registers his Access Codes on his computer thus permitting automatic connection to the Web-sites. In the event of loss, theft, or fraudulent use of his Access Codes, the Member shall immediately inform AXSMarine in the manner set out in clause 18 below. In the event of fraudulent use or non authorised use of the Member's Access Codes, AXSMarine shall only be liable to any Member for any consequences of any such unauthorised or fraudulent use as may occur more than one working day after the date of the receipt by AXSMarine of notice to that effect in accordance with the terms of clause 18 below.
AXSMarine shall not in any case be liable for the reliability of the transmission of data or the time of access to the Web-sites.
AXSMarine shall in no case be liable in respect of the nature of the data sought, transferred or put on line by Members or more generally, of any information consulted by the Member.

14. Maintenance.

AXSMarine may require to interrupt, without notice, access to all or part of the Web-sites, without any liability to Members, in order to permit operations of maintenance to be carried out and/or for development necessary for the proper functioning of the Web-sites and for the improvement of the Services proposed.

AXSMarine shall use its best endeavours to ensure that these momentary interruptions are as short as possible and that they shall take place if at all possible during times of lesser activity.

15. Events of force majeure.

Neither of the Parties shall be liable to the other Party for the consequences of any non performance or for delay in performance of any obligation under the present Agreement as the result of an event of force majeure.

Force majeure extends to any event beyond the control of the Party affected, which is both unavoidable and unforeseeable and which prevents that Party from performing, or delays that Party in performing, all or part of its obligations.

The occurrence of an event force majeure suspends the obligations under this Agreement throughout the period that the event of force majeure shall continue. However, if the event of force majeure continues for a period exceeding 30 consecutive days, either of the Parties may at any time thereafter by notice to the other Party, in the manner set out in clause 18 below, terminate this Agreement, such termination to take effect 7 days after the receipt by the other Party of notice to that effect.

16. Termination.

In the event of failure by one of the parties to perform its obligations and in the event that that party fails to remedy it, the other party may terminate the contract by giving notice to that effect to the other Party, in the manner set out in clause 18 below, such termination to take effect 10 days after receipt of such notice. This notice may be sent by any appropriate means.

Moreover, in the event of wrongful use of any of the Web- sites and/or generally actions incompatible with the rules of the functioning and use of the services, such as defined in the present general conditions, AXSMarine reserves the right to exclude, immediately and without notice, a member from access to the services proposed on any of the Web-sites.

Either Party shall have the right to terminate this Agreement by giving three months prior notice to the other, such notice to be given in the manner set out in clause 19 below.

17. Commercial references.

Other than in circumstances where the Member has given notice to AXSMarine to the contrary in the manner set out in clause 18 below, the Member recognises that AXSMarine has the right to cite his name as a commercial reference in any documents or publicity.

18. Notices.

Other than where stipulated to the contrary in these general terms and conditions of use, any notice required to be given between the Parties in performance of this Agreement shall be sent by electronic mail, immediately confirmed by telefax.

If the notice is sent to a Member, it shall be delivered by AXSMarine to the electronic mail address and to the telefax number furnished by the Member in his application form or to any other address and/or number as may subsequently have been notified to AXSMarine in conformity with the provisions of the present clause.

If the notice is sent to AXSMarine, it shall be delivered by the Member by electronic mail to the following electronic mail address : and by telefax to the following telephone number + 33 1 01 40 07 54 58 or such other address or telephone number as AXSMarine may from time to time display expressly for this purpose on line.

Notice shall be deemed to have been properly delivered six hours after the time at which the latter of the electronic mail or telefax shall have been sent, subject to the sender not having received a message informing him of the failure of the transmission of the electronic mail or telefax.

19 . Alterations.

The general terms and conditions as appearing on line from time to time shall take precedence over any printed general terms and conditions.

Other than as set out in clause 13 hereof or any special terms and conditions applicable to the Services to which the Member has subscribed, the Parties agree that AXSMarine may, without notice, modify the Services or the general terms and conditions of use and that any modified general terms and conditions of use will apply as between the Parties with effect from the time of making, and without the need for any formality than to make, the necessary modifications to the general terms and conditions as are available on line on the Web-site axsmarine.com .

20. Assignment of the Agreement.

The rights and obligations resulting from the present Agreement may not be assigned or otherwise transferred by the Member either in part or in full, whether for consideration or otherwise, without the prior written agreement of AXSMarine.

AXSMarine may without any restriction of any kind assign or otherwise transfer to any person its rights and obligations under this Agreement.

21. Miscellaneous.

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

A person who is not a Party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce or to enjoy the benefit of any term of this Agreement.

22. Domicile.

For the performance of the present Agreement, AXSMarine elects domicile at its registered office as indicated in clause 1 above and the Member elects domicile at the address indicated on its application form in respect of the Services to which it has subscribed.

Each of the Parties agrees to notify the other, in the manner set out in clause 19 above, of any change of postal or electronic address.

23. Applicable law - language of contract - jurisdiction.

The present Agreement is subject to English law.

The Agreement is concluded in English language.

Any dispute relating to the validity, interpretation or performance of the present Agreement shall be submitted to the exclusive jurisdiction of the High Court in London.