These Terms and Conditions govern your use of general freight industry data, such as price indexes (“Freightos Data”), that are made available by Freightos Limited of Hong Kong, or any of its affiliates (“Freightos”). Throughout these Terms and Conditions, you may be referred to as the Licensee, as you are being granted a limited license to use the data provided by Freightos. The data can include customized data tailored to you, data made generally available to many licensees, 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 Freightos’ data in accordance with the terms chosen online at fbx.freightos.com, data.wordpress-725516-2447474.cloudwaysapps.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 Freightos Data being licensed to you, and incorporating these Terms and Conditions (any of these methods for defining the scope of the Freightos Data subscription, including a Freightos or partner website which makes the Freightos Data available or a Purchase Order, will be referred to as the “PO”). Throughout these Terms and Conditions, Freightos and you, as the Licensee, may be referred to individually as a “Party” and collectively as the “Parties”.
FBX indexes: Freightos collaborates with the Baltic Exchange (https://balticexchange.com) on the FBX Indexes; Freightos is the calculating agent and the Baltic Exchange is the benchmark administrator. FBX Indexes are Benchmarks whereas, until further notice, no other Freightos Data should be used as a Benchmark which underlies tradeable derivatives.
1. General
You must agree to these Terms and Conditions directly 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 Freightos Data subscription. In some cases Freightos may have a published price list which 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 preference. (These Terms and Conditions update and replace the Freightos FBX Indexes Licensing Agreement.)
2. The License
2.1 Subject to these Terms and Conditions, Freightos grants to Licensee a worldwide, non-transferable, non-sub-licensable, revocable, non-exclusive licence to use that Freightos Data specified in the PO or specified in a website where the Freightos Data is made available..
2.2 Licensee may only use the Freightos Data for general information purposes and for any purposes set out in the PO. Specifically, Licensee 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 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. Similarly the Freightos Data is not licensed for resale or for use in producing derived data such as derivative indexes unless specified in the PO.
2.3 Licensee must act in accordance with any terms set forth in the PO, including but not limited to the number of authorized users of the 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.
2.4 Licensee 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 license. Any public parts of the FBX Indexes may only be reproduced with full credit to Freightos Baltic Index (FBX) and a link to the FBX website (fbx.freightos.com or data.wordpress-725516-2447474.cloudwaysapps.com/fbx). Any public parts of the FAX Indexes may only be reproduced with full credit to Freightos Air Index (FAX) and a link to the FAX website (data.wordpress-725516-2447474.cloudwaysapps.com/fax).
2.5 If any of the Freightos Data, including any of the Indexes, are delivered via a website or API, Licensee must only use those as intended and not attempt to disrupt their operation in any way. The data, including the Indexes, are generally aggregated to the point where it is impossible to infer specific confidential data from it, but Licensee must not attempt to analyze the data with the purpose of inferring any customer-specific data points.
2.6 Freightos may list Licensee’s name and logo alongside other customers on its customer lists in marketing materials, and Licensee may list Freightos’ name and logo on its supplier/technology partner lists in marketing material.
2.7 Your license will remain in effect for the duration 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 license if any payment is more than 30 days overdue. Licenses to any free Freightos Data will also terminate if Freightos, at its sole discretion, decides to stop providing such data for free.
2.8 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).
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 data as an input to quantitative models or for algorithmic trading of stocks or other financial assets except if this is specifically authorized in the PO.
3.2 By using the Freightos Data, including the Indexes, you acknowledge that the 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. Index Linking
You may only link one or more of the Indexes to a contract or transaction if you have a specific license to do so. If your 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, Licensee 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.
5. Ownership and License 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 will retain 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 Licensee in a PO or these Terms and Conditions.
6. 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. FREIGHTOS DOES 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 LICENSEE BY THIRD PARTIES.
LICENSEE UNDERSTANDS AND ACCEPTS THAT INTERNATIONAL FREIGHT PRICING AND SURCHARGES LACK STANDARDIZATION, ARE VOLATILE AND SOMETIME LACK LIQUIDITY AND TRANSPARENCY, AND THERE MAY BE LARGE VARIATIONS BETWEEN SUPPLIERS, AND THEREFORE LICENSEE SHOULD NOT RELY ON THE ASSUMPTION THAT AN INDEX PRICE ACCURATELY REPRESENTS THE PHYSICAL PRICE PAID.
7. Payments and Payment Terms
Payment terms shall be as set forth in the PO. If not otherwise specified, payment is due in advance.
8. Limitation of Liability
TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, IN NO EVENT SHALL ANY FREIGHTOS PARTIES, WHETHER INDIVIDUALLY OR PERSONALLY OR OTHERWISE, BE LIABLE TO LICENSEE 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, INCLUDING THE FBX INDEXES, FAX INDEXES AND ANY OTHER INDEXES, OR ANY ALLEGED FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, OR DELAY IN ANY OF THE FREIGHTOS DATA, INCLUDING THE FBX INDEXES, FAX INDEXES AND ANY OTHER INDEXES. LICENSEE 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 FREIGHTOS TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH A PO OR THESE TERMS OF SERVICE EXCEED THE AMOUNTS PAID TO FREIGHTOS BY LICENSEE IN THE 12 MONTH PERIOD PRIOR TO THE EVENT GIVING RISE TO LIABILITY OR US$10,000, WHICHEVER IS GREATER.
9. Indemnification
9.1 Licensee 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 Licensee’s PO and these Terms and Conditions. This indemnification obligation will not apply in case the intentional behavior of any of the Freightos Parties provided such intentional behavior of a Freightos Party is not caused by any violation by Licensee of a PO or these Terms and Conditions. Without limiting the generality of the foregoing, Licensee 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.
9.2 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 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 a PO or these Terms and Conditions. Freightos will defend, indemnify and hold Licensee harmless from any and all claims, suits, losses, liabilities, costs and expenses, including attorneys’ fees, 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.
10. Notices
All notices required or provided for hereunder shall be by email and shall be given at the following addresses:
Freightos Limited: [email protected]
Licensee: to the address or email on the PO or website login
11. Applicable Law
This Agreement will be exclusively interpreted and construed in accordance with the laws of England & Wales and disputes shall be settled by arbitration in London and shall be administered by the London Chamber of Arbitration and Mediation and be conducted in accordance with the Expedited Rules of the London Chamber of Arbitration and Mediation.