These Terms and Conditions govern your use of Freightos Terminal and other general freight industry data, such as price indexes (“Freightos Data”), that are made available by Freightos Hong Kong Limited, or any of its affiliates (“Freightos”). Throughout these Terms and Conditions, you may be referred to as “you” or the “Data User”, as you are being granted a limited right to use the data provided by Freightos. The Freightos Data can include customized data tailored to you, data made generally available to many data users, and may include indexes and/or benchmarks. Freightos Data specifically includes the Freightos Baltic Indexes (“FBX Indexes”) and Freightos Air Indexes (“FAX Indexes” and together with the FBX Indexes and any other Indexes that Freightos provides, the “Indexes”). You may access the Freightos Data in accordance with the commercial terms chosen online at terminal.freightos.com, or another website operated by Freightos, or a partner site, or as set out in a purchase order or other contract or document specifying the right to use Freightos Data being granted to you, and incorporating these Terms and Conditions (any of these methods for defining the scope of the Freightos Data subscription, including a self-checkout online subscription process on a Freightos or partner website which makes the Freightos Data available, will be referred to as the “PO”). Throughout these Terms and Conditions, Freightos and you, as the Data User, may be referred to individually as a “Party” and collectively as the “Parties”.
These Terms and Conditions update and replace any prior Freightos FBX Indexes Licensing Agreement and the Freightos Data License.
FBX Indexes: Freightos collaborates with the Baltic Exchange (balticexchange.com) on the FBX Indexes; Freightos is the calculating agent and the Baltic Exchange is the benchmark administrator.
1. General
You must agree to these Terms and Conditions online or by executing one or more POs referencing these Terms and Conditions in order to access Freightos Data. Each PO sets out at a minimum the term, scope and price of the Freightos Data subscription. In some cases, Freightos may have a price list published on its website(s) that will be used if the PO does not specify a price. To the extent there is a conflict between the terms of any PO and these Terms and Conditions, the terms of the PO will take precedence.
These Terms and Conditions may be modified by Freightos from time to time.
The services and market insights provided under the PO and these Terms and Conditions are advisory in nature and are offered within the framework of a consultancy, with Freightos acting as a consultant to Data User.
2. The Right of Use
2.1 Subject to these Terms and Conditions, Freightos grants to Data User a worldwide, non-transferable, non-sub-licensable, revocable, non-exclusive right to use that Freightos Data specified in the PO or specified in a website where the Freightos Data is made available.
2.2 Data User may only use the Freightos Data for general information purposes and for any purposes set out in the PO. Specifically, Data User agrees not to use any of the Indexes for contract settlement (e.g., index-linked contracts including contracts for physical container shipping), or as an underlying tool for any financial derivative or for any financial derivative settlement, or as a benchmark in any dealings with third parties, unless explicitly specified in the PO.
2.3 The right to use Freightos Data does not include the right to resell Freightos Data or use it in producing derived data such as derivative indexes unless explicitly specified in the PO.
2.4 Data User must act in accordance with any terms set forth in the PO, including but not limited to the number of authorized users of the Freightos Data and any Indexes, the specified tradelanes, the method of delivery (e.g., web, API, email, etc.), and data frequency (e.g., daily/weekly), as well as the inclusion or not of historical index data.
2.5 Data User must keep any non-public parts of the Freightos Data confidential and must take steps to prevent its publication or its use beyond the scope of its right of use. Any public parts of Freightos Data, including the FBX indexes, the FAX indexes, My Routes benchmarking data on custom shipping routes, modes and loads and Key Events may only be reproduced with full credit to Freightos and a link to the Freightos Terminal website (terminal.freightos.com).
2.6 If any of the Freightos Data, including any of the Indexes, the My Routes custom benchmarking data and Key Events, are delivered via a website or API, Data User must only use those as intended and not attempt to disrupt their operation in any way. The Freightos Data, including the Indexes, are generally aggregated to the point where it is impossible to infer specific confidential data from it, but Data User must not attempt to analyze the Freightos Data with the purpose of inferring any customer-specific data points.
2.7 Freightos may list Data User’s name and logo alongside other customers on its customer lists in marketing materials, and Data User may list Freightos’ name and logo on its supplier/technology partner lists in marketing material.
2.8 Your right of use will remain in effect for the duration of the subscription specified in the PO, unless terminated sooner for breach of these Terms and Conditions or of the terms of the PO. Freightos may terminate your right of use if any payment is more than 30 days overdue. Rights to use any free Freightos Data will also terminate if Freightos, at its sole discretion, decides to stop providing such data for free.
2.9 Freightos may assign any PO to an affiliate company (parent, subsidiary, successor to substantially all its business, or another related company with more than 51% common beneficial ownership).
2.10 If Data User uses any tool, AI or any other, to process Freightos Data, you must first confirm that the Freightos Data will in no way be used to train any AI models/LLMs and will not be shared by the AI or other tool with any third party.
3. Prohibited Uses
3.1 Except as specifically authorised in writing by Freightos, you may not, and may not permit any other person to, use the Freightos Data or any of the Indexes to generate your or their own index or benchmark, or issue or distribute any physical service contracts, securities, derivatives or financial instruments, the price of which is referenced or calculated by reference to the Freightos Data including any of the Indexes, without first obtaining a specific licence for that particular purpose from Freightos. Similarly you are not authorized to use the Freightos Data as an input to quantitative models or for algorithmic trading of stocks or other financial assets except if this is explicitly authorized in the PO.
3.2 By using the Freightos Data, including the Indexes, you acknowledge that the Freightos Data and Indexes and their compilation and composition, and any changes thereto, or changes to the format, names, content, or frequency of distribution are and will be in the sole control and discretion of Freightos. For the avoidance of doubt, you acknowledge and agree that Freightos may discontinue the provision of any Freightos Data.
4. Data User IP
4.1. Data User Content
Subject to this Section, Data User exclusively owns all rights, title and interest in and to any text, data, images, information or other materials posted, generated, provided or otherwise made available by Data User through any Freightos website, application or tool, whether on a custom site or otherwise (collectively, “Data User Content”), including all intellectual property rights in that Data User Content. Data User is solely responsible for the accuracy, quality, integrity, legality and reliability of all the Data User Content that Data User (or any authorized user) submits to Freightos via any of the Freightos websites and/or applications. By making Data User Content available through any Freightos website or application, Data User grants to Freightos a non-exclusive, transferable, sublicensable, worldwide, royalty-free license to access, process, analyze, store, use, copy, and modify the Data User Content in connection with operating the Freightos websites and providing the Freightos services.
4.2. Anonymous Data and Reference Data
You grant us the right to use the Data User Content (whether related to your activities as a Shipper, Seller, or otherwise) to generate anonymous, statistical data based on such Data User Content (for example, an average price calculated across multiple data users/customers without naming those data users/customers), which will not identify you or any other data users/customers (“Anonymous Data”), and to use such Anonymous Data in any manner in which we see fit, including selling such Anonymous Data. This Anonymous Data is not confidential information and is owned by Freightos. Similarly, in order to improve the services offered by Freightos for Data User and others, Freightos may make use of reference data, which by its nature is not confidential or proprietary, including, but not limited to, formats of industry tariffs or tenders (e.g., column structures with no pricing data), carrier public surcharge data, carrier public “rack rate” prices, fee codes, commodity codes, public service schedules, and names/websites of corporations (“Reference Data”) and this Reference Data is not confidential or proprietary information.
5. Index Linking
You may only link one or more of the Indexes to a contract or transaction if you have been granted a specific right to do so under the PO. If the PO explicitly allows index-linking, you represent that any index-linked contract or transaction, whether physical or financial, will be solely at your risk and neither Freightos nor its collaborators (including the Baltic Exchange) or affiliates shall have any liability whatsoever in respect to any such transactions. By using any of the Indexes for index-linking, Data User represents and warrants that it has the necessary skills and knowledge to make financial decisions and/or enter into Index-linked contracts and takes any associated risks upon itself.
6. Ownership and Use of Data
The Freightos Data, including the Indexes, are the exclusive property of Freightos and/or its collaborators (including the Baltic Exchange) and/or of the parties who license underlying data to Freightos, and Freightos retains all right, title, and interest in the Freightos Data and the Indexes and all intellectual property rights therein. Freightos reserves all rights not expressly granted to Data User in the PO or these Terms and Conditions.
7. Disclaimer of Warranties
The Freightos Data are provided “as is” and Freightos and/or any affiliate, member, official, employee, representative or agent of Freightos, or their respective successors, heirs, and assigns and their respective third-party suppliers (collectively, the “Freightos Parties”) hereby expressly disclaim any and all representations and warranties of every kind, express and/or implied, including without limitation any warranties of merchantability, fitness for a particular purpose or use, any warranties arising out of course of dealing or usage of trade, warranties of title or non-infringement, as to the data, including the information, content, data, derived data or products contained therein or the results obtained or derived therefrom by their use, and as to the performance thereof. The Freightos Parties do not guarantee the adequacy, accuracy, timeliness or completeness of the Freightos Data, including the FBX Indexes, FAX Indexes and any other indexes or any component thereof. The Freightos Parties shall not be subject to any damages or liability for any errors, omissions, interruptions, malfunctions or delays in the Freightos Data, including the FBX Indexes, FAX Indexes and any other indexes. Further, the Freightos Parties shall not be liable for any claims against Data User by third parties.
Data User understands and accepts that international freight pricing and surcharges lack standardization, are volatile and sometimes lack liquidity and transparency, and there may be large variations between suppliers, and therefore Data User should not rely on the assumption that an index price accurately represents the physical price paid.
8. Payments and Payment Terms
Payment terms shall be as set forth in the PO. If not otherwise specified, payment is due in advance.
All prices and fees listed in the PO are exclusive of VAT and any other applicable taxes, duties or fees (together, “Taxes”). Data User is responsible for all Taxes required by applicable law. If Freightos is required to collect or pay any such Taxes, Data User agrees to repay those amounts to Freightos, without delay, in addition to the prices and fees listed in this PO.
9. Limitation of Liability
To the fullest extent permissible by applicable law, in no event shall any of the Freightos Parties, whether individually or personally or otherwise, be liable to Data User for any personal injury, property damage, lost profits, cost of substitute goods or services, loss of data, loss of goodwill, work stoppage, computer and/or device or technology failure or malfunction or for any form of direct or indirect, special, incidental, consequential, exemplary or punitive damages based on any causes of action arising out of use of any of the Freightos Data, or any alleged failure of performance, error, omission, interruption, deletion, defect, or delay in any of the Freightos Data. Data User agrees that this limitation of liability applies whether such allegations are for breach of contract, tortious behavior, negligence, or fall under any other cause of action, regardless of the basis upon which liability is claimed and even if any of the Freightos Parties have been advised of the possibility of such loss or damage.
In no event will any of Freightos Parties’ total liability arising out of or in connection with the PO or these Terms and Conditions exceed the amounts paid to Freightos by Data User in the 12-month period prior to the event giving rise to liability or US$10,000, whichever is greater.
10. Indemnification
10.1 Data User agrees to indemnify and hold the Freightos Parties harmless from any and all claims, suits, losses, liabilities, costs and expenses, including attorneys’ fees (collectively, “Costs”), which arise directly or indirectly out of or in connection with any violation of the provisions of Data User’s PO and these Terms and Conditions. This indemnification obligation will not apply in case of intentional behavior of any of the Freightos Parties provided such intentional behavior of a Freightos Party is not caused by any violation by Data User of the PO or these Terms and Conditions. Without limiting the generality of the foregoing, Data User agrees to indemnify and hold the Freightos Parties harmless from any and all Costs which arise directly or indirectly out of or in connection with any index-linked contract or transaction whether physical or financial.
10.2 Freightos warrants and represents that it has all necessary permits, licenses, rights and authorizations to enter into and perform in full its obligations under the POs and these Terms and Conditions, including ownership or valid licenses of all intellectual property rights (including but not limited to patents, if any, trademarks, database rights, copyrights, author rights, and design rights) which are necessary for the performance of any of its obligations under the PO or these Terms and Conditions. Freightos will defend, indemnify and hold Data User harmless from any and all Costs related to patent, copyright or similar infringement (an “IP Claim”) provided you notify Freightos in writing immediately upon becoming aware of an IP Claim and cooperate fully in the defense of such IP Claim. Freightos shall have full and exclusive control of any defense and settlement of any such IP Claim.
11. Entire Agreement
These Terms and Conditions, together with any customer-specific POs or Statements of Work and our Privacy Policy constitute the complete agreement (the “Agreement”) of the Parties with respect to its subject matter and such Agreement supersedes all prior understandings and agreements, whether written or oral, with respect to its subject matter. Should Data User issue a purchase order or other document for purposes of internal processing of payment to Freightos, the terms and conditions included in such purchase order or other document will not come into effect, and will in no manner affect any terms or conditions of the Agreement.
12. Notices
All notices required or provided for hereunder shall be by email and shall be given at the following addresses:
Freightos Limited: [email protected]
Data User: to the address or email on the PO or website login
13. Dispute Resolution
The PO and these Terms and Conditions will be exclusively interpreted and construed in accordance with the laws of England & Wales. Disputes shall be settled by London-seated arbitration , administered by the London Chamber of Arbitration and Mediation, and be conducted entirely in the English language and in accordance with the Expedited Rules of the London Chamber of Arbitration and Mediation (the “Rules”). The Tribunal shall consist of one (1) arbitrator to be appointed in accordance with the Rules. The decision of the arbitrator shall be final and binding.