TERMS OF WEBSITE USE

Thank you for visiting www.ssyonline.com (the "Site"), which is operated SSY Consultancy & Research Ltd., a company whose registered office is at Lloyds Chambers, 1 Portsoken Street, London E1 8PH for itself and on behalf of the SSY Group businesses listed on the Site ("SSY"). To contact us in connection with these terms please email at research@ssy.co.uk

These terms set out terms and conditions which apply to the use of the Site and all materials and information contained within or accessible via the Site. Certain areas of the Site including subscription-based services may be subject to restricted access and eligibility requirements being met. Areas of the Site may not therefore be available to you.

Supplemental terms and conditions may apply to certain subscription based services, which may be available or accessible via the Site ("Additional Service Terms") including PREMIER CLUB.

Your ability to access subscription-based services may be subject eligibility requirements.

Please also refer to our Privacy Policy which sets out information about our use of cookies on the Site and how we store and use your personal information.

BY USING THE SITE YOU ACCEPT THESE TERMS.

Changes We amend these terms from time to time. Every time you wish to use our Site, please check these terms to ensure you understand the terms that apply at that time. In addition, we may without notice update, change or suspend the Site and/or the materials and information that are available on or accessed through it.

Intellectual PropertySSY are the owner or licensee of all copyright and other intellectual property rights in the Site and the reports, market and other reviews, spreadsheets, graphs, tables, indices and materials published on or accessible through the Site ("Content") and the data and other information contained therein ("Data"). The Content and Data is protected by copyright and other intellectual property laws and treaties throughout the world. Except as expressly stated in these terms, you have no rights to use, copy, adapt, extract, reutilise, modify, redistribute, publish, communicate or otherwise exploit any Content or Data and all rights are reserved.

Limited Licence You may print off one copy, and may download extracts, of any page(s) from the Site or any report or other item of Content which is made available to you for download on the Site for the sole purposes of:

  1. use the Content or any Data for the purpose of or in connection with either: (i) the preparation of analyses, databases, reports, reviews, graphs, tables, indices, prospectuses or presentations of any kind for delivery, distribution or sale to any other person, or (ii) the raising of any form of finance, investment or lending;
  2. modify any Content or Data you have printed off or downloaded in any way or change the format in which the Content or Data is made available by SSY;
  3. remove, alter or obfuscate any attributions, copyright legends, trade marks, disclaimers and other notices accompanying any Content or Data which may be printed off or downloaded from the Site;
  4. make any Content or any Data accessible (including the provision of access through a database or other application populated with Content or Data) or re-selling, sub-licensing, transferring or disclosing the Content or Data, by any means including any electronic means;
  5. redistribute, extract, reutilise, use, re-disseminate, exploit, copy or store the Content or any Data for any purpose not expressly permitted by the above Limited Licence.

Where a third party source is credited as the copyright owner or author on a photograph, graphic, table or text, permission to reproduce these materials must be obtained from the original source. No copyright licence is granted to such materials other than to read the material in question.

If you act in breach of the above Limited Licence or restrictions, your usage rights under these terms cease automatically and your action may be an infringement of copyright or other intellectual property rights. In addition, you may must destroy and delete all copies of Content you have made.

Authorisation Requests Applications for authorisations to use Content and Data outside of the above Limited Licence should be made to SSY either by letter at Lloyds Chambers, 1 Portsoken Street, London E1 8PH (for the attention of John Kearsey, Direct, SSY Consultancy & Research Ltd) or by email via: research@ssy.co.uk.

Information Disclaimer The Content on the Site is provided for general information only. It is not intended to amount to advice on which you should rely. You must obtain professional or specialist advice before taking, or refraining from, any action on the basis of any Content or Data.

By its nature, some Data will be inherently incomplete insofar as it relates to shipping markets and associated activities. This arises from time lags in the reporting of data and/or the confidential basis on which some transactions are concluded. Additionally, whilst we may (but do not represent that we always will) instigate checking and validation procedures as we consider practicable within commercial time constraints we do no not represent or warrant that the Data and other information will be accurate. Furthermore, some information on the Site is derived from third parties (e.g. customs authorities and government departments) and SSY cannot vouch for the accuracy of such materials.

Whilst SSY may update the Data on the Site on an ongoing basis SSY makes no representations, warranties or guarantees, express or implied, that the Content on the Site is accurate, complete or up-to-date.

Limitations of Liability We do not exclude or limit liability where it would be unlawful to do so under applicable law. Subject to the preceding sentence:-

  1. SSY excludes all liability for any errors and omissions that arise from the preparation and presentation of Data and other Content for or accessible through the Site;
  2. Your use of the Site is entirely at your own risk. SSY will not be liable to you for any losses or damages of any nature, whether in contract, tort (including negligence), breach of statutory duty or otherwise, even if foreseeable, arising under or in connection with:-
    1. the use of, or inability to use, the Site; or
    2. the use of or reliance, directly or indirectly, on any Data or other Content displayed on or accessible through the Site.
    3. In particular, we will not be liable to loss of profits, sales, business or revenue or any indirect or consequential loss or damage.

Damage that a User of the Site incurs as a result of computer viruses SSY cannot guarantee that the Site or any of SSY’s servers and systems will be secure or free from viruses and other harmful items. Users of the Site and any services available through the Site should undertake their own safeguards against potential damage to their equipment and data arising from the inadvertent transmission of computer viruses and use their own virus protection software.

User undertakings You must not misuse our Site by knowingly introducing viruses or other material that is malicious or technologically harmful. You must not attempt to gain unauthorised access to any part of our Site, the service on which the Site is stored or any server, computer or database connected to the Site.

Hyperlinks to Other Sites The Site contains hyperlinks to others that are maintained by third-party organisations. The hyperlinks included on the Site are only for the convenience of the Site user and their inclusion should not be interpreted as an endorsement of those organisations and their activities. On following one of these hyperlinks, the user becomes subject to the terms and conditions imposed by the owner of the new site that is being visited. As the information available via hyperlinks to third-party web sites is maintained by other organisations, SSY cannot be held responsible for any inaccuracies in information on such sites. Any visit by a user to such a third-party web site must therefore be undertaken at the user’s own risk.

Linking to our Site You may link from a website that you own to our Site’s home page provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it. You must never establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists. We reserve the right to withdraw linking permissions at any time. Our Site must not be framed on any other site, nor may you create a link to any part of the Site other than the home page. If you would like to link your web site to that of SSY other than as set out above, please email: research@ssy.co.uk for permission.

User Indemnity You shall indemnify and hold SSY, its directors, partners, members, agents, associates, affiliates, contractors and employees (each an "Indemnity Beneficiary") harmless on demand from time to time from and against any liabilities, losses, costs and expenses suffered or incurred by any Indemnity Beneficiary as a result of any claim, demand or proceeding brought by any person against an Indemnity Beneficiary arising from your use of Content and Data.

Law and Jurisdiction These terms of use and any dispute or claim arising out of or in connection with them and their subject matter or formation (including non-contractual claims or disputes) ("Disputes") shall be governed by the law of England and Wales. You and SSY irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any Dispute.

Terms last updated: 7th December 2016

PREMIER CLUB – TERMS OF SERVICE

  1. THESE TERMS

    1. These are the terms and conditions on which SSY agrees to supply to the Customer access to and use of the Service for the permitted purposes set out in these Terms.

    2. This service is made available for use by business customers only and is subject to acceptance by SSY of a prospective Customer's order.

    3. The Service is not available to Restricted Entities

    4. These Terms constitute the entire agreement between the parties in relation to the provision of the Service. The Customer acknowledges that the Customer has not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of SSY which is not set out in these Terms and that the Customer shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in these Terms.

  2. INFORMATION ABOUT SSY AND HOW TO CONTACT US

    1. The Service are provided by SSY Consultancy & Research Ltd, a company registered in England and Wales. Its company registration number is 1971247 and its registered office is at Lloyds Chambers, 1 Portsoken Street, London, E1 8PH. Its registered VAT number is 397 2968 82.

    2. Customers can contact SSY by telephoning 44 207 977 7404 or by sending an email to research@ssy.co.uk.

  3. INTERPRETATION

    1. The following definitions and rules of interpretation apply in these Terms:

      Acceptance: acceptance of the Customer's Order which takes place when SSY emails the Customer at the email address given during the Sign-Up Process to accept it.

      Answer: a reply given by one of SSY's analysts as part of the Gold Subscription Category Service in response to an Ask the Analyst Question.

      Ask the Analyst Question: a question submitted by the Authorised User pursuant to the Ask the Analyst Service within the Gold Subscription Category.

      Authorised User: an employee of the Customer who is authorised by the Customer to use the Service in accordance with these Terms pursuant to a Contract.

      Business Day: a day other than a Saturday, Sunday or public holiday in England.

      Card Details: the card details provided by the Customer during the Sign-Up Process.

      Change of Control: a change in the legal power to direct or cause the direction of the general management of the company, and controls, controlled and the expression change of control shall be construed accordingly.

      Content: reports, market and other reviews, commentary, assessments, opinions, Answers, spreadsheets, graphs, tables, indices and materials published on or accessible through the Site and the Service.

      Contract: the contract between SSY and the Customer for the provision of the Service for the Subscription Term as constituted by the Customer placing an Order through the Sign-Up Process and SSY's Acceptance.

      Data: the data and other information contained in the Content;

      Documentation: the documents and other information made available to the Customer by SSY online via the Site from time to time which sets out a description of the Service including the different Subscription Categories available and the user instructions for the Service.

      Initial Subscription Term: a period of 12 calendar months commencing upon the date of SSY's Acceptance and expiring on the anniversary of that date;

      Limited Licence: the licence granted under clause 10.2.

      Normal Business Hours: 8.00 am to 6.00 pm local UK time, each Business Day.

      Order: the Customer's order placed for Service upon these Terms at completion of the Sign-Up Process:

      Permitted Purpose: the limited purposes for which the Limited Licence is granted only.

      Renewal Period: a period of 12 calendar months commencing upon expiry of the Initial Subscription Term or the then current Renewal Period, as applicable (and Renewal shall refer to the renewal of the Subscription Term for a Renewal Period).

      Restricted Entity: a business entity which is not entitled to use the Service being either a shipping, derivatives or commodities broker.

      Sign-Up Process: the process prescribed on the Site whereby the Customer processes its Order for Service for a particular Subscription Category.

      Site: http://www.ssyonline.com or any replacement URL at which the Service may be accessed as SSY may choose to use from time to time during the Subscription Term.
      Subscription Category: the Bronze, Silver or Gold category, each offering access to different levels of Content and other Service, as described during the Sign-Up Process.
      Service: the subscription service provided by SSY to the Customer under the Contract via the Site as more particularly described in the Documentation.
      SSY: the company referred to in clause 2.1.
      Subscription Fees: the annual subscription fees payable by the Customer to SSY for the User Subscription as set out in these Terms.
      Subscription Period: either the Initial Subscription Term or a Renewal Period.
      Subscription Term: subject to earlier termination in accordance with these Terms, means the Initial Subscription Term together with any subsequent Renewal Periods.
      User Subscription: a user subscription purchased by the Customer pursuant to the Contract which entitles Authorised Users to access and use the Service in accordance with these Terms for the Subscription Term.

    2. Clause, schedule and paragraph headings shall not affect the interpretation of these Terms.

    3. A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality).

    4. A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.

    5. Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.

    6. Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.

    7. A reference to a statute or statutory provision is a reference to it as it is in force as at the date of this agreement.

    8. A reference to a statute or statutory provision shall include all subordinate legislation made as at the date of this agreement under that statute or statutory provision.

    9. References to clauses and schedules are to the clauses and schedules of these Terms.

    10. References to a Group Company in relation to a person are to any subsidiary and holding company or group undertaking, as such terms are defined in Sections 1159 and 1161 of the Companies Act 2006 (and related sections) respectively.

     

  4. SIGN-UP PROCESS AND THE CONTRACT

    1. In order to place an Order, the Customer must complete the Sign-Up Process and place an Order for a particular Service Category by clicking the appropriate submission button confirming its Order, accepting these Terms by clicking acceptance and entering its Card Details.

    2. A Contract will take effect only from the point of Acceptance. If SSY is unable to accept the Customer's Order it will notify the Customer in writing and will not charge the Customer. SSY is free to accept or reject an Order in its discretion.

    3. The individual who completes the Sign-Up process must have authority to bind the Customer. The Customer represents and warrants that the individual completing the Sign-Up Process has the full power and authority to place the Order and contract on the Customer's behalf and that the Contract and the various obligations of the Customer under these Terms shall constitute valid, binding and enforceable obligations of the Customer. Should SSY so require, the Customer shall execute such further legal document consistent with the terms of the Contract as SSY may require confirming the terms of the Contract.

  5. USER SUBSCRIPTIONS

    1. The Subscription Fees charged are the fees stated on the Site from time to time and vary depending on the Service Category chosen. Subscription Fees are due and payable in full annually in advance.

    2. Only Authorised Users may use the Service.

    3. The Subscription Fee shall apply for the Initial Subscription Term. Repeat Subscription Fee shall be payable at the then prevailing rate for each Renewal Period.

    4. In relation to the Authorised User, the Customer undertakes that:

      1. each Authorised User shall keep a secure password for his use of the Service

      2. it shall permit SSY to audit the use of the Service in order to establish the name and password of each Authorised User. Such audit may be conducted no more than once per quarter, at SSY's expense, and this right shall be exercised with reasonable prior notice, in such a manner as not to substantially interfere with the Customer's normal conduct of business;

      3. if any of the audits referred to in clause 5.4.2 reveal that any password has been provided to any individual who is not an Authorised User, then without prejudice to SSY's other rights, SSY shall be entitled to: (a) suspend access to the Service immediately without notice; (b) be paid additional Subscription Fees (without regard to the period of time that the individual has been given access to or has accessed the Service) for each additional individual that is not an Authorised User and that has used the Service without authorisation; and/or (c) terminate the Contract and any other Contract in force between SSY and the Customer with respect to any other Authorised User without any obligation to make any refund of Subscription Fees paid; and

  6. SERVICE

    1. Subject to the Customer purchasing the User Subscription in accordance with these Terms, the restrictions set out in this clause 6 and the other terms and conditions of the Contract, SSY grants to the Customer a non-exclusive, non-transferable right, without the right to grant sublicenses, to permit Authorised Users to use the Service during the Subscription Term solely for the Permitted Purpose.

    2. The Customer shall not:

      1. access all or any part of the Service in order to build a product or service which competes with the Service; or

      2. use the Service to provide services to third parties; or

      3. license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Service available to any third party except the Authorised User, or

      4. attempt to obtain, or assist third parties in obtaining, access to the Service, other than as provided under this clause 6; and

      5. the Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Service and, in the event of any such unauthorised access or use, promptly notify SSY.

    3. The rights provided under this clause 6 are granted to the Customer only, and shall not be considered granted to any Group Company of the Customer.

    4. SSY shall use commercially reasonable endeavours to make the Service available 24 hours a day, seven days a week, except for:

      1. any planned maintenance, where SSY will endeavour to give the Customer at least 7 (seven) Normal Business Hours' notice in advance; and

      2. unscheduled maintenance performed outside Normal Business Hours, provided that SSY has used reasonable endeavours to give the Customer at least 3 (three) Normal Business Hours' notice in advance.

  7. SSY'S OBLIGATIONS

    1. SSY undertakes that the Service will be performed substantially in accordance with the Documentation.

    2. If the Service do not conform with the foregoing undertaking, SSY will, at its expense, use reasonable commercial efforts to correct any such non-conformance promptly, or provide the Customer with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes the Customer's sole and exclusive remedy for any breach of the undertaking set out in clause 7.1. Notwithstanding the foregoing, SSY:

      1. does not warrant that the Customer's use of the Service will be uninterrupted or error-free; or that the Service and/or the Content and information obtained by the Customer through the Service will meet the Customer's requirements; and

      2. is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Customer acknowledges that the Service may be subject to limitations, delays and other problems inherent in the use of such communications facilities.

  8. CUSTOMER'S OBLIGATIONS

    1. The Customer shall:

      1. comply with all applicable laws and regulations with respect to its use of the Service;

      2. ensure that the Authorised User uses the Service in accordance with the terms and conditions of the Contract and shall be responsible for any Authorised User’s breach of the Contract;

      3. be solely responsible for procuring and maintaining its network connections and telecommunications links from its systems to the Site and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer’s network connections or telecommunications links or caused by the internet. SSY does not warrant that the Service will be accessible via all devices and all web browsers. If is the Customer's responsibility to ensure that it has the necessary equipment and software to be able to access and use the Service as set out in the Documentation.

  9. CHARGES AND PAYMENT

    1. The Customer shall during the Sign-Up Process provide to SSY valid, up-to-date and complete credit card details to SSY and the Customer hereby authorises SSY to take payment from such credit card:

      1. as a condition of its Acceptance for the Subscription Fees payable in respect of the Initial Subscription Term; and

      2. subject to clause 13 on each anniversary of Acceptance for the Subscription Fees payable in respect of the next Renewal Period;

    2. If SSY has not received payment on the due date, and without prejudice to any other rights and remedies of SSY, SSY may, without liability to the Customer, disable the Customer’s password, account and access to all or part of the Service and SSY shall be under no obligation to provide any or all of the Service while the Subscription Fee concerned remain unpaid.

    3. All Subscription Fees are, except as provided in these Terms, non-cancellable and non-refundable and are exclusive of value added tax, which shall be added to the Subscription Fees at the appropriate rate.

    4. SSY shall be entitled to increase the Subscription Fees for any Renewal Period as SSY shall determine. The Subscription Fee payable for each Renewal Period shall be the fee stated on the Site as at the commencement of the relevant Subscription Period to which the Renewal relates.

  1. SERVICE CONTENT AND GRANT OF LIMITED LICENCE

    1. The Customer acknowledges and agrees that SSY and/or its licensors own all copyright and other intellectual property rights in the Site, the Service (and the database of Content accessed as part of the Service), the Content and the Data. The Site, Content and Data is protected by copyright and other intellectual property laws and treaties throughout the world. Except as expressly stated in these Terms, the Customer has no rights to use, copy, adapt, extract, reutilise, modify, redistribute, publish, communicate or otherwise exploit the Service, any Content or Data and all rights are reserved.

    2. Limited Licence The Customer may, through the Authorised User only:

      1. view the page, report or other Content or Data accessed via the Service via the web browser on the Authorised User's remote device from which the Service is accessed; and

      2. download and print any report or other item of Content which is made available via the Service for the sole purposes of reading the Content or sending a print or electronic copy of the Content or Data, or an extract thereof, to other employees of within the Customer's business

      provided that such access, viewing, use and distribution is: (a) for the Customer's own internal business purposes only (which purposes shall not include using, distributing the Content or Data in any manner or for a purpose which is restricted as set out below); and (b) is not otherwise a use of the Service prohibited by clause 6; and provided always that:

      1. the Content is not modified, whether in the format it is relayed, or the text, data or other information within it; and

      2. SSY’s status (and that of any identified contributors) as the authors of the Content or source of the Data must always be sufficiently acknowledged.

    3. Except as expressly permitted under clause 10.2 or under applicable mandatory law, neither the Customer nor the Authorised User shall, without the separate prior written permission of an authorised representative of SSY:-

      1. use the Content or any Data for the purpose of or in connection with either: (i) the preparation of analyses, databases, reports, reviews, graphs, tables, indices, prospectuses or presentations of any kind for delivery, distribution or sale to any other person, or (ii) the raising of any form of finance, investment or lending;

      2. modify any Content or Data printed off or downloaded in any way or change the format in which the Content or Data is made available by SSY;

      3. remove, alter or obfuscate any attributions, copyright legends, trade marks, disclaimers and other notices accompanying any Content or Data which may be printed off or downloaded from the Service;

      4. make any Content or any Data accessible (including the provision of access through a database or other application populated with Content or Data) or re-selling, sub-licensing, transferring or disclosing the Content or Data, by any means including any electronic means;

      5. redistribute, extract, reutilise, use, re-disseminate, exploit, copy or store the Content or any Data for any purpose not expressly permitted by the Limited Licence.

    4. Where a third party source is credited as the copyright owner or author on a photograph, graphic, table or text, permission to reproduce these materials must be obtained from the original source. No copyright licence is granted to such materials other than to read the material in question.

    5. If the Customer or Authorised User acts in breach of the above Limited Licence or restrictions, its usage rights under these terms cease automatically and your action may be an infringement of copyright or other intellectual property rights. In addition, the Customer may must destroy and delete all copies of Content that have been made.

    6. Applications for authorisations to use Content and Data outside of the above Limited Licence should be made to SSY either by letter at SSY Consultancy & Research Ltd, Lloyds Chambers, 1 Portsoken Street, London E1 8PH (for the attention of John Kearsey, Director, SSY Consultancy & Research Ltd) or by email via to: research@ssy.co.uk

  2. GOLD SUBSCRIPTION CATEGORY ONLY – ASK THE ANALYST

    1. The provisions of this clause 11 apply to all Gold Subscription Category Customers only.

    2. The Ask the Analyst function gives the Authorised User the ability to submit questions concerning Content and Data made available via the Service. Questions will only be accepted through the messaging functionality within the Service itself and not through any other means.

    3. The Ask the Analyst Question will be passed to a SSY research analyst to review. The analyst will endeavour to respond to questions as soon as possible within Normal Business Hours but are under no obligation to respond with any timeframe and will depend upon various factors including nature of the question, time of submission and other commitments and available of SSY analysts.

    4. Analyst Answers will try to be as helpful as possible but because of constraints on time, they will not be under any obligation to spend more than 30 (thirty) minutes on any particular Ask the Analyst Question and Answers will be brief, not detailed.

      1. The Ask the Analyst Question may not:-
      2. seek legal advice or recommendations;

      3. seek advice about legal matters including trades, charter and other contracts or disputes;

      4. request freight rate forecasts;

      5. request bespoke reports or other information not already contained within the Service database.

    5. There is no initial fixed limit on the number of Ask the Analyst Questions which an Authorised User may submit but SSY reserves the right to impose limitations on the number and nature of questions that may be submitted and, where imposed, the use of the Ask the Analyst Service will be subject to such 'fair and reasonable' use qualification as shall be so determined by SSY from time to time.

    6. Answers do not constitute legal or professional advice that can be relied on for any business or other purpose. It is provided for general information purposes only.

    7. Where the Ask the Analyst Question is one which SSY considers to be a specialist question and SSY does not consider it has any relevant expertise to answer it, SSY reserves the right to refuse to provide an Answer.

    8. All Ask the Analyst Questions must be in English and will be responded to in English only.

     

  3. LIMITATION OF LIABILITY AND GENERAL DISCLAIMERS

    1. The Content on the Service is provided for general information only. It is not intended to amount to advice on which the Customer or any other person should rely. The Customer must obtain its own independent professional or specialist advice before taking, or refraining from, any action on the basis of any Content or Data.

    2. Due to the incomplete nature of the statistical information and market data available, Data will be inherently incomplete and may contain estimates and assessments which may be subject to limited, if any, audit or verification. It may also differ from similar assessments and estimates obtained from other analysts of shipping markets. Some Data will also be incomplete because of time lags in the reporting of data and/or the confidential basis on which some transactions are concluded. Accordingly, whilst SSY may (but do not represent that it always will) instigate checking and validation procedures as SSY considers practicable within commercial time constraints, SSY does not represent or warrant that the Data and other information will be accurate or complete. Certain Data may represent estimates Furthermore, some information on the Service is derived from third parties (e.g. customs authorities and government departments) and SSY cannot vouch for the accuracy of such materials.

    3. Whilst SSY may update the Data on the Service on an ongoing basis SSY makes no representations, warranties or guarantees, express or implied, that the Content on the Service is accurate, complete or up-to-date.

    4. Except as expressly and specifically provided in these Terms:

      1. the Customer assumes sole responsibility for results obtained from the use of the Service by the Customer, and for conclusions drawn from such use. SSY shall have no liability for any damage caused by errors or omissions in any Content, Data or Answers provided to SSY by the Customer in connection with the Service;

      2. SSY shall not be liable to the Customer or Authorised User for any loss or damage of any kind, arising out of the use of or reliance, directly or indirectly, on any Data or other Content displayed on or accessed via the Service;

      3. all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from the Contract; and

      4. the Service is provided to the Customer on an "as is" basis.

    5. On expiry or termination of the Contract for any reason:

      1. all licences granted under the Contract shall immediately terminate and the Customer shall immediately cease all use of the Service;

      2. any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination shall not be affected or prejudiced.

  4. CUSTOMER INDEMNITY

    The Customer shall indemnify and hold SSY, its directors, partners, members, agents, associates, Group Companies, contractors and employees (each an Indemnity Beneficiary) harmless on demand from time to time from and against any liabilities, losses, costs and expenses suffered or incurred by any Indemnity Beneficiary as a result of any claim, demand or proceeding brought by any person against an Indemnity Beneficiary arising from the use of the Service or any Content or Data.

  5. FORCE MAJEURE

    SSY shall have no liability to the Customer under the Contract if it is prevented from or delayed in performing its obligations, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of SSY or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors, provided that the Customer is notified of such an event and its expected duration.

  6. CUSTOMER PERSONAL DATA

    SSY shall be entitled to store and process personal data provided by the Authorised User during Sign-Up or otherwise in the course of using the Service for the purposes of storing Customer contact and business information as well as for the effective delivery of the Service to the Customer.

  7. VARIATION

    No variation of the Contract shall be effective unless it is in writing and signed by the authorised representatives of the parties.

  8. WAIVER

    No failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

  9. RIGHTS AND REMEDIES

    Except as expressly provided in these Terms, the rights and remedies provided under the Contract are in addition to, and not exclusive of, any rights or remedies provided by law.

  10. SEVERANCE

    1. If any provision (or part of a provision) of the Contract is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force.

    2. If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.

  11. ASSIGNMENT

    1. The Customer may not, without the prior written consent of SSY, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under the Contract.

    2. SSY may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under the Contract.

  12. NO PARTNERSHIP OR AGENCY

    Nothing in the Contract is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).

  13. THIRD PARTY RIGHTS

    The Contract does not confer any rights on any person or party (other than the parties to the Contract and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.

  14. NOTICES

    1. Any notice required to be given under the Contract shall be in writing and shall be delivered either by: hand (or by commercial courier); or sent by pre-paid first-class recorded delivery post (registered airmail if sent to or from another country outside of the United Kingdom) to the other party at its address set out in the Contract (being in the case of the Customer the business address recorded during the Sign-Up Process); or by email.

    2. For the above purposes the Customer's business and email address recorded in the Sign-Up Process shall apply. For SSY, the address and email details given in clause 2 of these Terms shall apply. Each party may update its address details by notice.

    3. A notice delivered by hand including commercial courier shall be deemed to have been received when delivered (or if delivery is not in Standard Business Hours, at 8 a.m. (place of receipt) on the first Business Day following delivery). A correctly addressed notice sent by pre-paid first-class recorded delivery post or registered airmail shall be deemed to have been received on the third Business Day after despatch or on the 10th Business Day after the date of despatch where sent by airmail. A notice sent by email shall be deemed to have been received at the time of transmission subject to receipt of a receipt confirmation by the addressee (and an automatic read or delivery receipt shall not suffice for such purpose).

  15. GOVERNING LAW AND JURISDICTION

    The Contract and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) (Disputes) shall be governed by and construed in accordance with the law of England and Wales. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any Dispute.