Download FX Platform Terms of Use

PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY BEFORE USING OUR WEBSITE

Terms of Use

    1. These terms of use (together with the documents referred to in it) set out the terms on which you may use our website www.freixchange.com, any of its sub-domains and any of our applications or other programs (from now on referred to as our «Website»), whether as a guest or a registered user. Use of our Website includes accessing, browsing or registering to use our Website.
    2. Please read these terms of use carefully before you start to use our Website. We recommend that you print a copy of this for future reference.
    3. By using our Website, you accept these terms of use and agree to comply with them.
    4. If you do not agree to these terms of use, please do not register or use our Website.

Other Applicable Terms

    1. Your use of the service that we provide on or through our Website is subject to these terms and by using the service you agree to be bound by them.
    2. You need to register with us to fully access the service and provide as a minimum which legal entity you represent, your proper name, e-mail address and a password. The details provided by you on registration or changed at any later time must be correct and complete.
    3. FreiXchange acknowledges and agrees that, during engagement with you as a Client, FreiXchange may receive or have access to Personal Information. FreiXchange shall comply with the Norwegian data protection legislation, and GDPR (General Data Protection Protocol) forth in its collection, receipt, transmission, storage, disposal, use and disclosure of such Personal Information and be responsible for the unauthorized collection, receipt, transmission, access, storage, disposal, use and disclosure of Personal Information under its control or in its possession by all Authorized Employees.

FreiXchange has the right and obligation to adjust the Platform and the information on the Platform in accordance with any changes in these regulations.

    1. You must inform us immediately of any changes to your personal information by updating your profile via our Website. We may contact you periodically to confirm your registration details are up-to-date.
    2. You are the only person who is permitted to use your username and password; you must keep them confidential and not disclose or share them with anyone else.
    3. If you know or suspect that someone else knows your username and password, you should notify us by sending an email to fxteam@freixchange.com.
    4. If we believe there is a breach of security or misuse of the service, we may require you to change your password or we may suspend or terminate your account.

Severability

Each of the provisions of these terms of use is distinct and severable from the others. If at any time one or more of those provisions is or becomes invalid, unlawful or unenforceable (whether wholly or partly), the validity, lawfulness and enforceability of the remaining provisions (or the same provision to any other extent) will not be affected or impaired in any way.

Information About FX

www.freixchange.com is a site operated by FreiXchange AS or its group companies (from now on «we», «our» or «us»). FreiXchange AS is a company registered in Norway under company number 916 560 273, whose registered office is at Borgermester Middelthonsgate 10, 4007 Stavanger, Norway

Changes to These Terms

    1. We may revise these terms of use at any time by amending this page.
    2. Please check this page from time to time to take notice of any changes we have made as they are binding on you.
    3. By continuing to use our Website, you agree to be bound by the updated terms.

Changes to Our Website

    1. We may update our Website or change its content from time to time. However, the content on our Website may be out of date at any given time and we are under no obligation to update it.
    2. We do not guarantee that our Website, or any content on it, will be free from errors or omissions.

Accessing Our Website

    1. General access to our Website is made available free of charge. The definition of services included in General Access and specific terms for other payable services is defined in separate terms named «FreiXchange services».
    2. We do not guarantee that our Website, or any content on it, will always be available or be uninterrupted. Access to our Website is permitted on a temporary basis. We may suspend, withdraw, discontinue or change all or any part of our Website without notice. We will not be liable to you if for any reason our Website is unavailable at any time or for any period.
    3. You are responsible for making all arrangements necessary for you to have access to our Website.
    4. You are also responsible for ensuring that all persons who access our Website through your internet connection are aware of these terms of use and other applicable terms and conditions and that they comply with them.
    5. Client may use the Products without any time limit for the purpose of:
  • Its own market intelligence
  • For normal business activities within its own organization, employees and affiliates.
  • Client shall not disaggregate or obtain information specific to individual market operators through reverse engineering of the Compiled Data or treatment of data contained in the Products.
    1. Pursuant to applicable competition law the sharing of information between competitors may not take place if it may restrict competition. In particular any information sharing that enables the market operators to foresee other operators’ future conduct may violate applicable law. The Client is encouraged to make its own assessment regarding competition law compliance
    2. It is the Client’s sole risk and responsibility to:
  • decide whether to enter into a Freight Contract with Counterparties and formalize terms;
  • ensure the validity, binding nature or enforceability of a Freight Contract
  • seek or obtain financial security and performance of the Freight Contract including financial settlement.
    1. Client shall be responsible to ensure that all Data registered to the Platform:
  • represents the Clients true requirement
  • is accurate and correct, to the best of its knowledge
  • excludes any defamatory or profanity language.
  • does not contravene any governing laws, polices, embargoes or restrictions
    1. Client shall:
  • ensure Counterparties are approved in line with its own internal approval procedure
  • register, maintain and administer its Client Platform Profile
  • ensure that Platform access is only granted to authorized users.
  • Limit distribution and sharing of data to authorized parties

Intellectual Property Rights

    1. We are the owner / licensee of all intellectual property rights in our Website and in the material published on it. Those works are protected by copyright laws and treaties around the world. All such rights are reserved.
    2. The Client may print off one copy, and may download extracts, of any page(s) from our Website for your personal use and you may draw the attention of others within your organization to content posted on our Website.
    3. The Client must not modify the paper or digital copies of any materials you have printed off or downloaded in any way, and you must not use any illustrations, photographs, video or audio sequences or any graphics separately from any accompanying text.
    4. Our status (and that of any identified contributors) as the authors of content on our Website must always be acknowledged.
    5. The Client must not use any part of the content on our Website for commercial purposes without obtaining a license to do so from us or our licensors.
    6. If The Client prints off, copy or download any part of our Website in breach of these terms of use, The Client’s right to use our Website will cease immediately and he/she must, at our option, return or destroy any copies of the materials you have made.
    7. FreiXchange may use any Data free of charge and without any time limit for the purpose of:
  • producing Compiled Data reports for open publication on the Platform. FreiXchange shall have exclusive ownership of the Compiled Data
  • preparation and publication of separate reports, studies and analyses for advertising, marketing and promotion of networking opportunities to other and prospective clients.
  • FreiXchange may however not distribute Data in a manner that is identifiable as the Client’s data without first obtaining the prior written consent of the Client, which shall not be unreasonably withheld.
    1. FreiXchange may not disclose to third parties or use any Data except as set out in this clause, or as is reasonably necessary to perform its other rights and obligations under this Agreement (including disclosing Data as authorized by the Client), or to comply with any legal, regulatory or similar requirement.

No Reliance on Information

    1. The content on our Website is provided for general information only. Itis not intended to amount to advice on which The Client should rely.
    2. Although we make reasonable efforts to update the information on our Website, we make no representations, warranties or guarantees, whether express or implied, that the content on our Website is accurate, complete or up-to-date

Limitation of Our Liability

    1. Nothing in these terms of use excludes or limits our liability for death or personal injury arising from our negligence, or our fraud or fraudulent misrepresentation, or any other liability that cannot be excluded or limited by Norwegian law.
    2. To the extent permitted by law, we exclude all conditions, warranties, representations or other terms which may apply to our Website or any content on it, whether express or implied.
    3. We will not be liable to any user for any loss or damage, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, even if foreseeable, arising under or in connection with:
  1. use of, or inability to use, our Website; or
  2. use of or reliance on any content displayed on our Website.

In particular, we will not be liable for:

  1. loss of profits, sales, business, or revenue;
  2. business interruption;
  3. loss of anticipated profits;
  4. loss of business opportunity, goodwill or reputation
  5. any indirect or consequential loss or damage.
  6. the performance or non-performance of any Contractual obligation between the contractual parties of the fixture
  7. any claims between the contractual parties of the fixture, or from any third party arising claims in connection with a fixture.
    1. We will not be liable for any loss or damage caused by a virus, distributed denial-of-service attack, or other technologically harmful material that may infect your computer equipment, computer programs, data or other proprietary material due to your use of our Website or to your downloading of any content on it, or on any website linked to it.
    2. We assume no responsibility for the content of websites linked on our Website. Such links should not be interpreted as endorsement by us of those linked websites. We will not be liable for any loss or damage that may arise from your use of them.

Viruses

    1. We do not guarantee that our Website will be secure or free from bugs or viruses.
    2. The Client is responsible for configuring your information technology, computer programs and platform in order to access our Website. The Client should use his/her own virus protection software.
    3. The Client must not misuse our Website by knowingly introducing viruses, trojans, worms, logic bombs or other material which is malicious or technologically harmful.
    4. The Client must not attempt to gain unauthorized access to our Website, the server on which our Website is stored, or any server, computer or database connected to our Website.
    5. The Client must not attack our Website via a denial-of-service attack or a distributed denial-of service attack. By breaching this provision, you would commit a criminal offence. We will report any such breach to the relevant law enforcement authorities and we will co-operate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use our Website will cease immediately.

Linking to Our Website

    1. The Client may link to the home page of our Website, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it.
    2. The Client must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists.
    3. The Client must not establish a link to our Website in any website that is not owned by The Client.
    4. Our Website must not be framed on any other site, nor may The Client create a link to any part of our Website other than the home page.
    5. We reserve the right to withdraw linking permission without notice.
    6. If The Client wishes to make any use of content on our Website other than that set out above, please contact fxteam@freixchange.com

Third Party Links and Resources on Our Website

Where our Website contains links to other sites and resources provided by third parties, these links are provided for The Client’s information only. We have no control over the contents of those sites or resources.

Cookie Policy

Cookies are small pieces of text that almost every webpage use to collect anonymous data about a visitor. This information is then used to enhance the user experience, tailor ads to the user, and allow the website owner deeper insight into his customer base. We use Google Analytics, Remarketing and Google Adwords on this site, and by agreeing to our cookie policy you allow us to collect anonymous data about your visit to our site. We use this information to see trends and statistics, to serve you better tailored ads, and to re-engage with you with the help of remarketing. Specifically, we use the following Google Analytic Features:

  • Remarketing with Google Analytics
  • Google Display Network Impression Reporting
  • Google Analytics Demographics and Interest Reporting
  • Integrated services that require Google Analytics to collect data for advertising purposes, including the collection of data via advertising cookies and identifiers

Every user is assigned a unique, 18-digit ID by Google that is completely anonymous. Google and other third-party vendors uses this ID to show you ads on different sites across the internet, which may be tailored to your interests, previous site visits and certain demographic factors, like age group, gender and nationality. You can choose to opt out of Google’s use of cookies by visiting Google’s Ads Settings. Alternatively, you may opt out of a different third-party vendor’s use of cookies by visiting the Network Advertising Initiative opt-out page.

Applicable Law

    1. The parties’ rights and obligations following from the Agreement shall be governed by Norwegian law. The parties shall seek to solve amicably through negotiations any dispute, controversy or claim relating to this Agreement. If the parties fail to solve such dispute, controversy or claim by an amicable written agreement within fourteen days after such negotiations have been initiated by a party, such dispute, controversy or claim shall be submitted to the courts of Norway with Stavanger District Court (No. Stavanger tingrett) as agreed legal venue.
    2. FreiXchange has used reasonable efforts to design the Platform so that the Platform is compliant with applicable law.
    3. FreiXchange can however not guarantee that the Platform or the Client’s use of Material will not be alleged or deemed to be inconsistent with applicable law.
    4. The Client acknowledges that FreiXchange expressly waives any liability for the Client’s use of the Platform or any Materials and that the Client cannot make any claim against FreiXchange related to its use of the Platform or any Material.

Contact Us

Both parties accept that any communication related to day to day operational activities shall be electronic. To contact us, please mail: fxteam@freixchange.com

Download FX Services Terms of Use

Incorporation Wording

These terms and conditions apply to all dealings between The Customer and FX and will be effective whenever The Customer requests FX to provide advisory other Services to act on behalf of The Customer or The Customer responds to FX in relation to the provision of Services. These terms and conditions create a legally binding agreement between The Customer and FX (The Customer, FX and Services are defined below).

Definitions

In these terms and conditions, the following definitions apply

«FX» FreiXchange AS

«Fixture» A contract or contracts including, but not limited to, voyage or time charter of a ship together with negotiations to enter such contracts.

«Negotiations» Exchanges, whether verbal or in writing, in relation to concluding a Fixture.

«Post Fixture Services» Assistance with communications, operational matters and claims arising from the performance of a Fixture.

«Customer» A party to a Fixture including the owner or charterer of a ship and any party guaranteeing the obligations of such a party.

«Representative» A person or company, including but not limited to a ship manager, chartering department, shipbroker or other agent, who is not a Customer but is involved in negotiations on behalf of a Principal.

«Services» The Services referred to in clause 2 of these terms and conditions.

«Ship» Any type of ship, other vessel and/or equipment used or intended to be used for any purpose on, in or over water including but not limited to rigs, jack ups, submersibles, and barges.

«The Customer» The party requesting FX’s services or responding to FX in relation to the provision of the Services. Where such party is acting as a Representative references to The Customer will additionally include the Principal.

The above definitions apply whether the defined words appear in the singular or plural form.

Terms

1. Services covered by these terms

1.1: The role of FX is to support users to utilize the FX Platform and act as an advisor in any relation pre and post fixing on the FX platform. FX may assist the Customers and/or their Representatives as an alternative channel for Negotiations and provide post Fixture Services agreed or provided by FX through the FX Support Team or the FX Platform

1.2: Unless specifically agreed in writing FX will act solely as an intermediary in relation to Fixtures and will not enter any Fixtures arising from the Services as a Customer. FX is not responsible for the performance or nonperformance of Fixtures or Customers.

1.3: Unless otherwise agreed the Services are provided on a Fixture by Fixture basis.

1.4: FX may also agree to perform other tasks such as handling of claims arising from fixtures concluded on the Platform, and/or specific market research. Such tasks may be subject to specific provisions in addition to these terms and conditions. In the event of, and only to the extent of, a conflict between these terms and conditions and the specific provisions the latter will prevail. Otherwise these terms and conditions, including those as to limitation of liability, will apply.

2. Obligations of FX

2.1: FX will perform the Services via the FX Platform and through its employees with reasonable skill and care.

2.2: When performing the services FX will take care to stay within the authority given by The Customer and to avoid misrepresentation.

2.3: It is understood that FX, via the Platform or FX Support Team, may be dealing with Representatives or other intermediaries rather than directly with a Customer. In these cases FX act in good faith as to the authority they possess, but FX does not give a warranty as to that authority.

2.4: If at any time FX provides information in respect of a Customer, including but not

limited to information regarding corporate structures or financial standing, it is understood and agreed that in relation to FX such information is provided in good faith but without guarantee. It is the sole obligation of the Customer to satisfy themselves of any counterparty risk and decide whether to enter a Fixture with the proposed counterparty and on what terms.

2.5: Unless otherwise agreed in writing the Services are not provided on an exclusive basis and it is understood that FX may act as a consultant for other parties in relation to the same or other Fixtures.

3. Confidentiality

Where FX is given information stated by The Customer to be on a confidential basis or it is expressly agreed that a Fixture is confidential (in either case «Confidential Information») FX will hold that Confidential Information in confidence and not disclose it to any other party without prior permission from The Customer. This obligation will not however extend to information which (i) was already or becomes known to FX through other sources not subject to such an obligation of confidentiality (ii) is or becomes known to the market generally other than as a result of a breach of this obligation or (iii) which FX is obliged to disclose pursuant to an order of a court or other such authority. In all cases such obligation of confidentiality shall be deemed to end 3 years after the end of performance of the Fixture in question or in the absence of a concluded Fixture 3 years from the end of the Negotiations.

4. Obligations to FX

4.1: The Customer warrants that The Customer have full legal power to enter the Fixture and all offers, counteroffers and representations made during negotiations including any commitment made during this process.

4.2: The Customer will provide FX with all information and instructions necessary for the performance of the Services. Where actions need to be taken by a certain time (such as reply times during negotiations) The Customer will ensure FX has sufficient time to forward such messages prior to the relevant time limit.

4.3: If FX has asked The Customer to use specific e-mail addresses for operational messages or claims in relation to Post Fixture Services then The Customer will use those e-mail addresses. If the The Customer does not receive a prompt acknowledgement of receipt of time sensitive messages or claims documentation from FX The Customer undertakes to contact FX to confirm receipt. FX will have no responsibility for a failure to action a message or claims documentation unless it is sent timely to the correct address and acknowledged by FX.

4.4: The Customer will take care to avoid misrepresentations occurring in Negotiations. The Customer will carefully review all messages sent or copied to The Customer and promptly advise FX of any errors or misrepresentations. FX is not responsible for the consequences of a failure by The Customer to review

messages.

4.5: The Customer warrants that The Customer does not know of any reason why the Fixture could be unlawful or which could render the provision of the Services by FX in breach of any relevant law, including but not limited to (i) sanctions imposed by the United Nations, European Union, The United States of America or any national government having authority over The Customer, FX, a Representative or a Principal (ii) laws relating to money laundering, bribery and corruption. The Customer will promptly and fully inform FX of any such reason that comes to The Customer’s attention. If FX in their absolute discretion believes that the Fixture or the provision of the Services may infringe such laws, they may by written notice terminate the Services immediately. In the event of such termination FX will have no liability arising from such termination howsoever arising.

5. Market Reports

If FX publishes market reports or commentary these are provided for general information only and not for use in relation to specific Fixtures. Such market reports do not constitute advice, and nothing contained in such documents amounts to a recommendation to enter or not to enter a Fixture and FX has no liability for the consequences of any person, including The Customer, purporting to rely on such market reports.

6. FX’s remuneration

6.1: FreiXchange will charge the successful invitee (Successful invitee is defined as the owner or owners representative who fixes as a result of the freiXchange invitation) a transaction fee of 0.25% of the invoiced freight as a result of this fixture.

6.3: The Customer undertake to make the payment or payments promptly. FX standard terms of payment is 7 calendar days after receipt of invoice.

6.4: Transaction Fee is exclusive of all taxes and duties.

6.5: The tasks in clause 2.4 above will be subject to the agreement of a specific fee between The Customer and FX. FX will invoice The Customer at the completion of the Services or at such times and stages as may have been specifically agreed. If nothing is specifically agreed FX standard terms of payment 7 calendar days after receipt of invoice will be valid.

.

7. Limitation of Liability

THIS CLAUSE LIMITS FX’S LIABILITY TO THE CUSTOMER.

7.1: Nothing in these terms and conditions limits FX’s liability for (i) fraud or fraudulent misrepresentation (ii) death or personal injury caused by the negligence of FX.

7.2: FX will, subject to the provisions of this clause, be liable to The Customer for damage directly caused by the failure to perform the Services with the reasonable skill and care expected. However, FX will not be liable for:

(i) Loss of profits, business interruption, loss of reputation, indirect or consequential losses.

(ii) Damage caused by any event or cause that FX was unable to avoid and/or the

consequences of which could not have been prevented by the exercise of reasonable diligence.

(iii) Damage which was not solely caused by the act or omission of FX or which would have

occurred in any event.

7.3: FXs total liability arising from or in connection with the Services shall in no

circumstances exceed the sum of USD 1,000,000

7.4: The exclusions and/or limitations set out in this clause shall apply whether the claim against FX is brought in contract, tort (including for negligence) breach of statutory duty or for any other cause whatsoever.

7.5: Any claim against FX must be made in writing and notified to FX within 14 days of the date on which The Customer became aware or ought to have become aware of the circumstances giving rise to the claim. Any claim not so notified shall be deemed waived and time barred. FX shall in any event be discharged of all liability arising out of the Services unless suit is brought and written notice of it given to FX within one year of the end of performance of the Fixture or in the absence of a concluded Fixture 1 year from the end of the Negotiations.

8. Miscellaneous

8.1: All intellectual property rights in or arising out of the FX Platform and any additional Services belong to FX.

8.2: FX has a general lien on all documents in its possession or control for all sums due from The Customer to FX whether arising out of the Fixture or otherwise.

8.3: If a court finds that any provision of these terms and conditions is invalid, illegal or unenforceable, that provision shall, to the minimum extent required, be deemed deleted and the validity, legality and enforceability of the remainder of that and all other provisions of these terms and conditions shall not be affected.

9. Jurisdiction and Law

The parties’ rights and obligations following from the Agreement shall be governed by Norwegian law. The parties shall seek to solve amicably through negotiations any dispute, controversy or claim relating to this Agreement. If the parties fail to solve such dispute, controversy or claim by an amicable written agreement within fourteen days after such negotiations have been initiated by a party, such dispute, controversy or claim shall be submitted to the courts of Norway with Stavanger District Court (Norwegian: «Stavanger Tingrett») as agreed legal venue.