This Policy sets out the terms under which TAC Index Data is provided. It is made available by TAC Index on the Site, and any person who contributes data to TAC Index, or who accesses, receives, uses, distributes or otherwise handles TAC Index Data (all of the foregoing referred to as “handling” of TAC Index Data) will do so subject to these terms, and shall be deemed to have accepted these terms upon such handling of TAC Index Data.
TAC Index Member Subscribers and Non-member Subscribers have access to a range of indices and other market data produced by TAC Index. TAC Index Data is compiled by TAC Index using assessments supplied by TAC Index Panelist Brokers (“Panelist”) and other market information.
Any and all Intellectual property rights (“IPR”) in and to the TAC Index Data are the property of TAC Index. This Agreement does not constitute an assignment of any copyright or any other IPR whatsoever in respect of TAC Index Data but constitutes only a limited, non-transferable, non-sublicensable and non-exclusive licence to use, store and process TAC Index Data and to re-distribute it ONLY to the extent specifically permitted under the terms of the level of your subscription (e.g. Level 1 or Level 2). The licence granted shall continue in force for the duration of your continued subscription subject to prior termination in accordance with Clause 3.1 of the Terms, or Clause 1.5 of this Policy.
In the event that you enter into any definitive agreement with TAC Index for the grant of any license to TAC Index Data, the terms of such agreement shall be read in conjunction with this Policy and this Policy shall form a part of such agreement. The terms of the definitive agreement shall prevail in the event of any conflict between the terms of the definitive agreement and this Policy.
Any license or permission to use TAC Index Data which has been granted by TAC Index is subject to your continued compliance with (i) this Policy, (ii) the Terms, (iii) any definitive agreement entered into with TAC Index, (iv) any and all applicable law, and (v) the directions of TAC Index with respect to use of such TAC Index Data, and TAC Index reserves the right to terminate your license or permission to use TAC Index Data with immediate effect in the event of a breach of any of the foregoing.
To the fullest extent permitted by law, TAC Index:
6.1 expressly excludes any guarantee, warranty, condition, term, representation or undertaking of any kind, express or implied, statutory or otherwise, relating to the TAC Index Data or any other data supplied or services provided under or in connection with this Policy or the Terms, including the condition, satisfactory quality, performance, merchantability or fitness for purpose of the TAC Index or TAC Index Data at any time;
6.2 makes no guarantee, warranty, representation or undertaking, express or implied, as to the originality, accuracy, correctness, timeliness or completeness of any of the values stated in the TAC Index or TAC Index Data;
6.3 does not guarantee the uninterrupted or un-delayed calculation or dissemination of the TAC Index Data and shall not be liable to the Subscriber for any loss or expense howsoever incurred as a result of any interruption to the supply of TAC Index or TAC Index Data;
6.4 makes no guarantee, warranty, representation or undertaking, express or implied, as to results obtained or to be obtained by any person from the use of the TAC Index or TAC Index Data;
6.5 makes no guarantee, warranty, representation or undertaking, express or implied, that the TAC Index or TAC Index Data accurately reflects past, present, or future market performance.
TAC Index shall not be responsible or liable for any indirect, special, market, trading, economic or consequential loss, damage, cost or expense of any kind whatsoever and howsoever caused, whether arising under contract, tort (including negligence) or otherwise, including market losses, trading losses or loss of profit incurred by or in connection with the TAC Index Data. The total liability of TAC Index to any Subscriber under or in relation to this Policy or the TAC Index Data, whether in contract, tort (including negligence) or any other cause of action, shall be limited to the equivalent of twelve (12) months fees payable by the Subscriber to TAC Index.
Licenses to TAC Index Data can be obtained from TAC Index, or from TAC Index’s Panelists or Channel Partners. The licenses which can be granted by each entity, and their respective rights and conditions, are set out below.
Level 1 License – Restricted TAC Index Data License
A Subscriber who is granted a Level 1 License shall be entitled to the following:
access to Headline Data at the time of publication; and
rights to use Headline Data in the internal day-to-day business of the Subscriber.
In addition to the above, a Member Subscriber who is granted a Level 1 License enjoys the following:
rights to pass on Headline Data to clients after 1700 hours London time on the date of publication, on the condition that a copyright notice is included on behalf of TAC Index (wording can be obtained from TAC Index); and provided that such Member Subscriber is responsible for ensuring that its client to which TAC Index Data is passed onto is aware that they may only store and use the TAC Index Data to the extent specifically permitted and may NOT copy or re-distribute the TAC Index Data in any form; and
rights to display Headline Data on their intranet and a password protected area of their company website subject to, first having obtained written permission from TAC Index.
A Level 1 License does NOT grant rights to, and a Subscriber who is granted a Level 1 License shall NOT:
pass TAC Index Data on to any third parties (other than a Member Subscriber’s right under Clause 2.1.1(ii)(a) above), including, but not limited to, news agencies, journalists, publications and research organizations;
display TAC Index Data on any intranet or public website (other than a Member Subscriber’s right under Clause 2.1.1(ii)(b) above);
use or permit their clients to use TAC Index Data to create derived data, including pricing data or other information that would be created in whole or in part from TAC Index Data, including for the purposes of creation of any financial product or service which seeks to track or match the values or performance of all or any substantial part of TAC Index Data or for the purposes of creation, operation, clearing or settlement of any indices;
use or permit their clients to use, TAC Index Data to calculate financial settlement prices for physical or uncleared derivative freight contracts.
Level 2 License – Full TAC Index Data License
A Subscriber who is granted a Level 2 License shall be entitled to the following:
access to all TAC Index Data (including Headline Data) at the time of publication;
rights to use TAC Index Data in the internal day-to-day business of the Subscriber;
rights to use, first having obtained written permission from TAC Index, in their day to day business with its clients, data derived from TAC Index Data such as market reports, analysis and charts and display the data derived from TAC Index Data so long as the underlying TAC Index Data is not visible or available to their clients, and provided that such data derived from TAC Index Data attributes the source as “TAC Index”.
In addition to the above, a Member Subscriber who is granted a Level 2 License enjoys the following:
rights to pass on Headline Data ONLY to its clients on the same terms as set out in Clause 2.1.1(ii)(a) above, and provided always that the Member Subscriber is responsible for ensuring that its client to which TAC Index Data is passed onto holds a Level 2 License also; and
rights to display TAC Index Data on their intranet and only Headline Data on a password protected area of their company website subject to, first having obtained written permission from TAC Index.
A Level 2 License does NOT grant rights to, and a Subscriber who is granted a Level 2 License shall NOT:
pass TAC Index Data or Headline Data onto any other third parties (other than a Member Subscriber’s right under Clause 2.1.2(ii)(a) above), including, but not limited to, news agencies, journalists, publications and research organizations;
display TAC Index Data on any intranet or public website (other than a Member Subscriber’s right under Clause 2.1.2(ii)(b) above);
other than the narrow purpose of Clause 2.1.2(i)(c), use or permit their clients to use TAC Index Data to create derived data, including pricing data or other information that would be created in whole or in part from TAC Index Data, including for the purposes of creation of any financial product or service which seeks to track or match the values or performance of all or any substantial part of TAC Index Data or for the purposes of creation, operation, clearing or settlement of any indices;
use or permit their clients to use, TAC Index Data to calculate financial settlement prices for physical or uncleared derivative freight contracts.
Settlement License – TAC Index Data Financial and Physical Settlement License
A Settlement License can be obtained from:
a Panelist (nominated as the broker of the contract to be settled); or
TAC Index.
A Subscriber who obtains a Settlement License from TAC Index must first subscribe to and maintain a Level 2 License, and all other requirements imposed by TAC Index from time to time. The Settlement License shall automatically terminate upon termination of such Level 2 License.
A Settlement Licence may be granted for use of TAC Index Data for the settlement of (a) physical freight contracts; and/or (b) non-cleared derivative freight contracts. The grant of Settlement Licence for one of the foregoing purposes does not automatically grant a right for the other purpose, and the Subscriber shall be required to notify TAC Index of the relevant purpose and pay the relevant fees applicable.
A Subscriber who is granted a Settlement License shall be entitled to the following:
rights to use TAC Index Data to calculate financial settlement prices for physical or non-cleared derivative freight contracts (depending on the type of settlement license which has been granted by TAC Index), provided always that all counterparties have a Settlement Licence for the entire duration of the relevant contract requiring financial or physical settlement (except where a Panelist Broker has been nominated (see Clause 2.2.1 below);
the above right includes, but is not limited to, the following contracts: Time and Voyage Charterparties, Contracts of Affreightment and FFA agreements that are not given up for clearing.
For the avoidance of doubt, TAC Index Data for financial settlement of physical and financial contracts can also be supplied by a Panelist (see Clause 2.2.1 below).
Subscribers must ensure that a clause substantially similar to the following is incorporated into the contract confirming both parties have valid access to a TAC Index Data Settlement License for the term of the contract:
“Clause xx TAC Index Data Settlement License
Owners and Charterers warrant that, for the currency of this Charter Party, they each have a TAC Index Data Settlement License or written permission from a TAC Index Panelist to use TAC Index Data supplied in whole or part by the Panelist, to calculate price settlement.”
Panelist License – Panelist Distribution Rights License
A Panelist can supply its clients with TAC Index Data only in the segment(s) for which the Panelist supplies Relevant Data to TAC Index (“Panelist Segment/s”). The segments are; Dry Bulk, Tankers, Gas, SnP, Demolition and FFA.
On the day of publication, a Panelist can provide TAC Index Data only in the Panelist Segment and only three hours after publication or at five pm, whichever is the sooner.
A client of a Panelist receiving TAC Index Data from the Panelist under this Clause 2.2.1 shall be entitled to the following:
rights to use such TAC Index Data in the internal day-to-day business of the client; and
rights to use TAC Index Data to calculate financial settlement prices for physical and uncleared derivative freight contracts. Having received written permission of the panelist to do so.
Any client of a Panelist receiving TAC Index Data from the Panelist shall NOT, and the Panelist shall ensure that such client does NOT:
copy or re-distribute the TAC Index Data supplied to them in any form;
pass TAC Index Data onto any other third parties, including, but not limited to, news agencies, journalists, publications and research organizations;
display TAC Index Data on any intranet or public website;
use TAC Index Data to create derived data, including pricing data or other information that would be created in whole or in part from TAC Index Data, including for the purposes of creation of any financial product or service which seeks to track or match the values or performance of all or any substantial part of TAC Index Data or for the purposes of creation, operation, clearing or settlement of any indices.
Channel Partner License
TAC Index Data supplied by a Channel Partner is subject to the Channel Partner’s terms and conditions, and may only be used in ways permitted by such terms and conditions, and in accordance with TAC Index’s grant of rights to the Channel Partner. Any right to use TAC Index Data supplied by a Channel Partner shall automatically terminate upon the termination of such Channel Partner’s license.
Any person receiving TAC Index Data from a Channel Partner shall NOT, and the Channel Partner shall ensure that such person does NOT:
copy or re-distribute the TAC Index Data supplied to them in any form;
pass TAC Index Data onto any other third parties, including, but not limited to, news agencies, journalists, publications and research organizations;
display TAC Index Data on any intranet or public website;
use TAC Index Data to create derived data, including pricing data or other information that would be created in whole or in part from TAC Index Data, including for the purposes of creation of any financial product or service which seeks to track or match the values or performance of all or any substantial part of TAC Index Data or for the purposes of creation, operation, clearing or settlement of any indices.
use TAC Index Data to calculate financial settlement prices for physical or uncleared derivative freight contracts.
Conditions for ISV
An ISV shall be required to obtain a licence from TAC Index and comply with this TAC Index Data Policy if it:
provides a software platform which:
is designed or marketed to be used with TAC Index Data; or
the ISV knows or ought to know is actually being used with TAC Index Data; or
supplies TAC Index Data through the platform, whether directly or indirectly and whether such data is used for display purposes or is processed for the supply or other data or services.
An ISV which is bound under Clause 4(1)(i) above shall be required to:
ensure that any customer which procures its services containing TAC Index Data has a valid licence for TAC Index Data;
verify that such customer is authorised by TAC Index to obtain the ISV’s services containing TAC Index Data;
obtain an annual declaration from such customer that it continues to maintain a valid licence for TAC Index Data and that its use of the ISV’s services containing TAC Index Data does not exceed its TAC Index Data licence; and
terminate its contract with such customer in the event that it becomes aware that such customer no longer has a valid licence for TAC Index Data.
Any person or company that uses a software platform provided by an ISV which falls under Clause 4(1)(i) above or who otherwise processes TAC Index Data through such software platform must have a valid licence for TAC Index Data.
Prior to using TAC Index Data in conjunction with such software platform provided by an ISV, such person or company must obtain authorisation from TAC Index. Any authorisation provided by TAC Index is only valid to permit the stated user to use the ISV’s services containing TAC Index Data to the same extent of the user’s TAC Index Data licence.
Such person or company must notify the ISV in the event that it no longer holds a valid licence for TAC Index Data.
An independent auditor nominated by TAC Index, shall have the right, upon seven days’ written notice, to carry out an audit of your records and any of your systems used in connection with or relating to TAC Index Data in order to verify that your use of TAC Index Data is in accordance with the terms of this Policy, including if you do not subscribe to TAC Index for TAC Index Data but may receive it regularly or occasionally from another source, and you agree to permit an independent auditor nominated by TAC Index, to have access to your premises, records and systems to the extent necessary to carry out such audit.
In exercising its audit rights under this clause, TAC Index shall have regard to observing your reasonable security arrangements.
Any person who submits data to TAC Index for the production of any TAC Index Data (“Submitter”) shall ensure that TAC Index has full rights to use such data to establish assessments for publication and distribution.
The Submitter represents, warrants, and undertakes to TAC Index that:
all requisite consents, waivers and permissions necessary for TAC Index to use the data provided by the Submitter have been duly obtained, and publication by TAC Index using such data will not be in breach of any obligations or applicable law;
the Submitter indemnifies and holds TAC Index harmless against all loss, damage, claim, liability, expense or costs suffered or incurred by TAC Index in connection with its use of the data provided by the Submitter in any assessment and/or publication.
