Terms & Conditions

1. Who this is between

These terms are between U-ELTOS (“we”, “us”) and the organisation that holds the subscription (“the Customer”). The people who sign in are the Customer’s users; their accounts are created, governed and withdrawn by the Customer’s own administrators, not by us.

Where the Customer has signed a separate order form, master services agreement or data processing agreement, that document governs and these terms fill the gaps in it.

2. What the subscription buys

A right to use the modules named on the order form, for the number of named users it states, for the period it states. The right is non-exclusive and cannot be transferred without our written agreement.

Modules are the unit of purchase. A Customer who buys Post Handling does not get Operations, and the system enforces this rather than relying on anyone being polite about it.

3. Accounts and who is responsible for them

• An account belongs to one named person. Sharing credentials between people defeats the audit trail, and the audit trail is what makes the record worth anything in a dispute.
• The Customer is responsible for what its users do with their accounts, and for withdrawing access promptly when somebody leaves.
• We may suspend an account immediately where we believe it is compromised, and will tell the Customer’s administrators when we do.

4. The Customer’s data

Contracts, cargoes, voyages, invoices, documents and everything else the Customer enters or uploads remain the Customer’s property. We claim no ownership of it and no right to use it for any purpose beyond running the service for the Customer, keeping it safe, and doing what the Customer asks us to do with it.

We do not sell it, and we do not use it to train models.

On termination the Customer may export its data. We will keep it available for thirty days after the subscription ends and delete it after that unless the Customer asks in writing for longer.

5. Acceptable use

• Do not attempt to reach another tenant’s data, or test whether you can.
• Do not probe, scan or load-test the service without written permission.
• Do not upload anything unlawful, or anything the Customer has no right to put into a third-party system.
• Do not resell access or use the service to operate a bureau for others.

Security research is welcome and should be reported to us before it is published. Testing that degrades the service for other customers is not research.

6. Availability

We aim for the service to be available at all times and will give notice of planned maintenance where we reasonably can. Availability commitments, if any, are those stated on the order form; nothing in this section creates one by itself.

7. Fees

Fees, currency, billing period and payment terms are on the order form. Undisputed invoices are payable to terms. We may suspend access for material non-payment after giving written notice and a reasonable opportunity to fix it.

8. Confidentiality

Each side will keep the other’s confidential information confidential and use it only for the purposes of this agreement. This does not apply to information that is public through no fault of the receiving party, was already known to it, or must be disclosed by law or a regulator — and in that last case the disclosing side will give notice where it is lawful to do so.

9. Intellectual property

The software, its design, its documentation and any improvements to it remain ours. Feedback and suggestions may be used freely and without obligation. The Customer’s data, and any document generated from the Customer’s own content, remain the Customer’s.

10. What the system is, and what it is not

U-ELTOS records and computes. It is not a source of legal, tax, accounting, regulatory or trading advice, and no figure it produces — a laytime calculation, a demurrage claim, a profit and loss line, a generated contract — is a substitute for a professional’s judgement or a signed document. Calculations are performed from the data entered; where that data is wrong the result will be confidently wrong.

The Customer remains responsible for checking anything it sends to a counterparty, an auditor or a regulator.

11. Warranties and their limits

We warrant that we will provide the service with reasonable skill and care. Beyond that, and to the extent the law allows, the service is provided as it stands and we exclude implied warranties of merchantability and fitness for a particular purpose.

12. Liability

Neither side excludes liability for death or personal injury caused by negligence, for fraud, or for anything else that cannot lawfully be excluded.

Subject to that, neither side is liable for indirect or consequential loss, loss of profit, loss of contracts or loss of anticipated savings; and each side’s total liability is capped at the fees paid or payable in the twelve months before the claim arose.

13. Term and termination

The subscription runs for the period on the order form and renews as it says there. Either side may terminate for material breach that is not remedied within thirty days of written notice, or immediately if the other becomes insolvent.

14. Changes to these terms

We may update these terms. Where a change materially reduces the Customer’s rights we will give at least thirty days’ notice before it takes effect, and the Customer may terminate without penalty if it does not accept the change.

15. Governing law

Unless the order form says otherwise, this agreement is governed by English law and the courts of England and Wales have exclusive jurisdiction.

16. Contact

Questions about these terms should go to the address on the order form, or to the Customer’s own administrator in the first instance.