Terms and Conditions for Maersk Transportation Visibility Services (“User Terms”)

1. Preamble

1.1. Applicable Terms. The access and use of the Transportation Visibility Services and related consumption of Visibility Data are subject to these User Terms, Order Form and any additional terms, policies and instructions provided in the Portal or otherwise made available by Maersk (as updated from time to time), including for example the Privacy Notification (available at https://terms.maersk.com/privacy), Maersk security policies, and other relevant terms and conditions available on: https://terms.maersk.com, all together referred as "Contract Terms".

1.2. Contract formation – Order Form. By signing the Order Form, confirming an Order Form through an email, document, portal, website or similar, by using or interacting in any way with Maersk APIs and/or clicking “I accept the terms and conditions” button in the Portal, the Individual User for itself and on behalf of the Registered User confirms that the Individual User has read and understood the Contract Terms and that it agrees to be legally bound by the Order Form governed by the Contract Terms for itself and on behalf of the Registered User against Maersk as contracting party (or such other Maersk Group entity as may be contracting party in the Order Form). In this context, the Individual User represents and warrants towards Maersk that it has all necessary rights, mandates and authority (through direct employee mandate, separate PoA or similar) to legally commit the applicable Registered User to the Order Form and Contract Terms.

1.3. Effective Date of the Order Form. The Order Form takes effect upon the earlier of (a) the effective date or last signature date as set out in the Order Form, whichever is earlier; or (b) the date the Registered User, or an Individual User on its behalf, confirms an Order Form through email or similar; or (c) the date of first sign-in or access to the Portal, or use or interaction with an API made available by Maersk (if such has been agreed), by an Individual User accepting applicable terms and conditions (“Effective Date”).

2. Definitions and Interpretations

2.1 Definitions. The following definitions shall apply to the Contract Terms:

1. "Affiliate" means any entity, including companies, partnerships, limited partnerships, corporations, and any other legal form, Controlling, Controlled by, or under common Control with the Registered User, A.P. Møller-Mærsk A/S or Maersk, as applicable. With respect to Maersk, “Affiliates” include; (i) A.P. Møller-Mærsk A/S and its “Affiliates”, (ii) other persons directly or indirectly minority owned by Maersk or A.P. Møller-Mærsk A/S where there is a legal prerequisite under local law for local majority ownership; or (iii) any person under common Control by Maersk or A.P. Møller-Mærsk A/S or under common Control by a person under the direct or indirect Control of Maersk or A.P. Møller-Mærsk A/S; (iv) any entity managed under contract at any time by A.P. Møller-Mærsk A/S or its “Affiliates”.

2. "Agent" means officers, directors, shareholders, personnel, and other intermediaries, and any other person acting directly or indirectly on behalf of Maersk, its Affiliates and/or Associates or the Registered User, as applicable.

3. “API” means application programming interface and any other associated materials or mechanisms provided, directly or indirectly, by Maersk to enable the Registered User (including its Individual Users) to access and consume Visibility Data through such API if such has been agreed.

4. "Associate" means any entity which is not an Affiliate but is partly-owned or managed by Maersk or an Affiliate of Maersk, for example certain joint ventures.

5. “Charges” means any charges, fees, rates and pricing for the Transportation Visibility Services and related consumption of Visibility Data as such is set out in an Order Form and subject to the Contract Terms.

6. “Confidential Information” means the following information and documentation of Maersk and the Registered User, respectively, whether disclosed to or accessed by Maersk or the Registered User in connection with the Order Form; (i) with respect to the Maersk, all information concerning Maersk and its Affiliates and their Associates and Agents, including their employees, products, services, customers, contractors and other third parties conducting business with the Maersk or its Affiliates as well as any technical or financial information and Maersk Data; (ii) the terms of the Order Form and Contract Terms; (iii) with respect to the Registered User, all information of the Registered User, including its Individual Users, employees, products, services, customers, contractors and other third parties conducting business with the Registered User; (iv) any information developed by reference to or use of the Maersk’s or the Registered User’s information referenced above; and (v) any information which according to applicable law is confidential or could generally understood as being confidential.

7. “Consumption Request” means the Registered User and/or its Individual Users’ submission, upload and/or initiation of a request for tracking of and/or subscription to certain Visibility Data by providing certain Input Data through the Portal (specifically referred to as “Portal Request”) or API (specifically referred to as “API Request”) and/or as otherwise agreed (collectively referred to as “Consumption Request”).
In case of subscription to certain Visibility Data where a single Consumption Request is made for tracking of several or all of the Registered Users’ volumes in terms of containers and/or shipments, and/or to receive events or Visibility Data not necessarily linked to a specific container or shipment, as applicable, then each tracked container, shipment, event and/or provided Visibility Data, as applicable, within the entire volume subscribed to shall individually be considered a “Consumption Request”.

For the avoidance of doubt, with respect to Portal Request this may for example be done by the Individual User by either (i) uploading Input Data (e.g. BLs, Booking numbers) to the Portal and submitting them for tracking directly in the Portal; or (ii) sharing Input Data to Maersk and Maersk will upload such to the Portal on Registered User’s behalf; or (iii) where applicable, subscribing to specific Visibility Data in the Portal directly. With respect to API Requests, this may be done by sharing Input Data for tracking and/or subscriptions for shipments through an agreed API.

8. “Contract Year” means a twelve (12) month period during a Subscription Period or Fixed Subscription Period, commencing on the Effective Date, or if a Trial Period has been agreed, the date after expiry of such Trial Period being the actual effective date of a Subscription Period or Fixed Subscription Period, as applicable.

9. “Contract Terms” means as defined in Clause 1.1.

10. “Control” means control which a person has over an affiliate entity and any of the following; (i) direct or indirect ownership of fifty percent (50 %) or more of the share capital or other ownership interest in such entity; or (ii) the right to exercise fifty percent (50 %) or more of the votes in such entity; or (iii) the contractual right to designate more than half of the members of such entity's board of directors or similar executive body; or (iv) by virtue of any power conferred by the law, constitutional documents, agreements or arrangements regulating or relating to such undertaking.

11. “Effective Date” means as defined in Clause 1.3.

12. "Feedback" means feedback, comments, information, questions, data, ideas, description of processes, requests for assistance or other information, submitted or shared by the Registered User and/or its Individual Users from time to time to Maersk, its Affiliates and/or contractors, for example on or via the Portal (including via 24/7 chat support), during regular governance meetings or by way of sending an email to a respective email address as indicated in the Portal or on Order Form.

13. “Fixed Subscription Period” means a committed, fixed subscription term where the Registered User is entitled to access and use the Transportation Visibility Services subject to the Contract Terms and as further described in the Order Form and Clause 12 of these User Terms.

14. “Implementation Services” means any agreed onboarding-, training-, integration-, configuration- and/or implementation services and/or other professional services related to the Transportation Visibility Services as set out in the Order Form or otherwise agreed in writing. This will also include any additional integrations or bespoke elements requested by the Registered User.

15. "Individual User" means any individual authorised by the Registered User, subject to Maersk’s approval, and identified at the time of his/her registration in the Portal to access and use the Transportation Visibility Services on behalf of the Registered User.

16. “Input Data” means certain shipment trackers (e.g. BL, booking number and/or SCAC code), subscription data (e.g. customer code (SCV) or business entity code where all volumes may be tracked) and/or other input data required by Maersk (from time to time) to initiate tracking of and/or subscription to certain Visibility Data – depending on agreed scope in an Order Form. Such data will be set out in the Order Form and/or provided by Maersk upon request and/or as part of the Implementation Services. Such input data may be changed or updated, from time to time, by Maersk at its sole discretion and with immediate effect. To the extent relevant, Registered User and/or Individual User’s will be notified in the Portal and/or through email or similar of any such changes or updates.

17. "IPR(s)" means intellectual property rights, including e.g. copyrights and related rights, patents, utility models, trademarks, service marks, trade names, topography rights, design rights and rights in databases, domain names, rights in know-how, trade secrets and all applications or pending applications for such in all cases whether or not registerable in any country and all rights and forms of protection of a similar nature or having equivalent or similar effect anywhere in the world.

18. "Login Details" means login details used by the Individual User to access and use Transportation Visibility Services.

19. "Maersk" means the local signing entity part of Maersk Group specified in the Order Form, or if such is not specified, Maersk Logistics & Services International A/S, a Danish registered company with its address at Esplanaden 50, 1263 Copenhagen K, company reg. no. 31476658.

20. “Maersk Data” means (a) any data submitted, obtained and/or otherwise processed by Maersk and/or its Affiliates and/or their Agents, Associates, clients and/or contractors, directly or indirectly, from any Individual Users, Registered Users and/or their Affiliates and/or clients and/or contractors, including through email transmission, API or upload or transmission in the Visibility Platform, however excluding any User Material; (b) any and all Visibility Data; and (c) any data, derivative works and output obtained, processed, created and/or generated by or on behalf of Maersk, its Affiliates and/or their Agents, Associates and/or contractors in relation to the Contract Terms, including such that may be based on beforementioned points (a) and (b).

21. “Maersk Group” means Maersk A/S and its Affiliates.

22. “Order Form” means a written order form, contract or addendum between Maersk or one of its Affiliates or Associates or Agents, on the one side, and Registered User (including its Individual Users), on the other side, covering the key contractual and commercial terms concerning access and use of Transportation Visibility Services, including any schedule and appendixes thereto. Such Order Form may also be visible in Registered Users’ account in the Portal or on Maersk.com.

23. “Parties” means the Registered User and Maersk.

24. “Party” means the Registered User or Maersk

25. "Registered User" means the legal entity that was (a) identified as the “Registered User” or “Customer” or similar in the Order Form; or (b) identified as the “Service Recipient” or similar where the Transportation Visibility Services are being provided as part of a broader framework agreement (or similar) for supply chain or logistics services; or (c) in the absence of such, it may also be identified in the field "Company" or similar at the time of any Individual User's registration (which may be in the Portal) on which behalf the Individual User is acting.

26. “Subscription Period” means a committed, auto-renewable subscription term during which the Registered User is entitled to access and use the Transportation Visibility Services subject to the Contract Terms and as further described in the Order Form and Clause 12 of these User Terms.

27. “Tracked Container” or “Tracked Shipment” or “Tracked Event” means the Registered User and/or its Individual User’s initiation of a Consumption Request (no matter if any Visibility data or output is returned or not) for tracking of or subscription to certain Visibility Data, for example a specific container, shipment, event, notification or similar through the Portal, API or otherwise, as applicable. In case of subscription to certain Visibility Data where a single Consumption Request is made for tracking of several or all of the Registered Users’ volumes in terms of containers and/or shipments, and/or to receive events or Visibility Data not necessarily linked to a specific container or shipment, as applicable, then each tracked container, shipment, event and/or provided Visibility Data shall individually be considered a “Tracked Container”, “Tracked Shipment” or “Tracked Event”, as applicable. With respect to “Emission Studio” module which may be part of Transportation Visibility Services if subscribed to in the Order Form, then certain Visibility Data may be shared in Excel-files directly with Registered User and its Individual Users via email if such has been agreed in the Order Form.

28. “Transportation Visibility Services” means access and use of Maersk’s Visibility Platform, APIs, and any Visibility Data made available within the Visibility Platform or through an API (if agreed) to the Registered User and any Individual User’s subject to the Contract Terms and as further specified here: https://svp.maersk.com/maersk-visibility-services and/or in the Order Form. Transportation Visibility Services also include any agreed Implementation Services.

29. "User Material" means any sensitive and non-anonymised Confidential Information of the Registered User or its Individual Users uploaded by the Individual User to the Portal.

30. “Visibility Data” means any information, data, content, text, image, video, audio and any other material uploaded to the Portal (or to the extent relevant shared via API or email), generated and/or processed in the Portal and/or Maersk systems and/or otherwise made available, processed and/or created as part of or in relation to the Transportation Visibility Services, including e.g. transportation data, milestones, predictions, forecasts/estimates, insights, recommendations, the calculation of greenhouse gas emissions, risk and disruption events, Input Data and similar as such is available, tracked and/or otherwise obtained, processed and/or generated by or on behalf of Maersk, its Affiliates and/or their Agents, Associates and/or contractors concerning specific shipments, containers, event and/or otherwise related to the Registered User’s and/or its Affiliates’ or their clients or contractors’ supply chain, and any data, derivative works and output created or generated by or on behalf of Maersk, its Affiliates and/or their Agents, Associates and/or contractors based on beforementioned points or otherwise in the course of provision of Transportation Visibility Services.

31. “Visibility Platform” or "Portal" means the online visibility portal called Maersk Visibility Studio (“MVS”) available at https://svp.maersk.com/ via which Transportation Visibility Services are provided to Registered Users.

3. Access and Use of Transportation Visibility Services

3.1 Transportation Visibility Services. Maersk will from the Effective Date and during a Subscription Period or Fixed Subscription Period (including any agreed Trial Period), as applicable, make the Transportation Visibility Services available to the Registered User subject to the Contract Terms. In this context, Maersk will use commercially reasonable efforts to display Visibility Data in a consistent, accurate and expedient manner within the Portal, or if explicitly agreed with Maersk in an Order Form through an API or via email for certain Visibility Data.

3.2 Implementation Services. Maersk will use commercially reasonable efforts to timely deliver any agreed Implementation Services.

3.3 Access limitations. Access to Transportation Visibility Services is provided to the Registered User only, unless otherwise agreed in an Order Form. However, subject to the Contract Terms, the Registered User is entitled to authorize Individual User(s) to access and use Transportation Visibility Services during the Subscription Period or Fixed Subscription Period, as applicable, subject to the Contract Terms. The Registered User shall ensure that the Individual User only: (1) uses Login Details to access and use Transportation Visibility Services and/or interact with APIs on behalf of and for the sole benefit of the Registered User; and (2) accesses, requests and uses Transportation Visibility Services, including the Portal, API and Visibility Data, in strict compliance with the Contract Terms and for the sole benefit of Registered User. The Registered User shall continuously monitor changes to the Contract Terms and inform its Individual Users about such to ensure compliance throughout the Subscription Period or Fixed Subscription Period, as applicable.

3.4 Responsibility for Individual Users. The Registered User shall be fully liable to Maersk for all acts and omission of the Individual Users. If any of the Individual User’s cease to be authorized to access or use Transportation Visibility Services, it is the Registered User's responsibility to ensure that such Individual User is not able to access and use Transportation Visibility Services.

3.5 List of Individual Users. The Registered User must keep an accurate and complete list of all its authorised Individual Users. Upon request from Maersk, the Registered User must promptly share such list to Maersk.

3.6 Audit of compliance. Maersk may at any time during a Subscription Period or Fixed Subscription Period, as applicable, monitor and audit the Registered User and its Individual Users’ behavior and compliance with the Contract Term. Where Maersk reasonably believes that Registered User and/or an Individual User does not comply with the Contract Terms or otherwise uses the Transportation Visibility Services in an illegal, non-compliant, abusive or offensive manner, it may suspend its authorisation with immediate effect upon notice to the Registered User. The Registered User shall promptly assist and deliver all relevant information and documentation reasonably requested concerning such audit conducted by Maersk.

3.7 Responsibility for networks etc. To the extent permitted by law and except as otherwise expressly provided in the Contract Terms, the Registered User is solely responsible for procuring, operating and maintaining appropriate network connectivity, integrations and telecommunications links coverings its environment(s) enabling appropriate performance of the Transportation Visibility Services. Maersk specifically disclaims all responsibility and liability related to non-performance, problems, conditions, delays, delivery failures or similar arising in any way from such network connections, internet, telecommunications links, integrations or similar outside Maersk’s environment and direct control.

4. Evaluation or Trial Access

4.1 Evaluation or Trial Access. The Registered User and Maersk may agree to a limited “Trial Period” in an Order Form where the Registered User is allowed temporary access to the Transportation Visibility Services for a limited number of Individual Users solely for the purpose of testing, evaluating and verifying the benefits of the Transportation Visibility Services and whether to continue into a Subscription Period or Fixed Subscription Period, as applicable (“Evaluation Access” or “Trial Access”). Such access and usage during the Evaluation Period is subject to and governed by the Contract Terms. Following Clause 6.1, the Charges for such Evaluation or Trial Access will be set out in the Order Form.

4.2 Terms of Evaluation Access. Evaluation Access may not be used for any other purposes, including but not limited to competitive analysis, commercial, professional or for-profit purposes. Evaluation Access is limited to a certain period from the Effective Date as described in an Order Form or Portal ("Evaluation Period"). Notwithstanding any other provision of these User Terms, Evaluation Access is provided "as-is" without warranty or support of any kind, express or implied. Maersk may terminate the Evaluation Access with immediate effect at any time for any reason and without liability of any kind. Upon any termination or expiration of the Evaluation Period, the Evaluation Access will cease, and the Registered User and Individual User expressly agrees that the Contract Terms shall govern their subsequent access to and use of Transportation Visibility Services on a subscription basis.

5. License grant and restrictions

5.1 License grant. Subject to payment of agreed Charges and compliance with the Contract Terms, the Registered User is granted a limited, non-exclusive, revocable and non-transferable/non-sublicensable right to access and use Transportation Visibility Services – including to authorise Individual User(s) to do the same on its behalf and for the sole benefit of the Registered User – solely for its internal supply chain management purposes during the Subscription Period or Fixed Subscription Period, as applicable.

5.2 Scope of Transportation Visibility Services. The exact scope of the subscribed Transportation Visibility Services (including which modules/modes/subscriptions/categories of Visibility Data that are within scope of tracking or subscription) is set out in the Order Form. There may be additional Charges applicable for additional or separate modules, subscriptions, categories, modes/events, API Requests or similar being tracked, number of Individual User or Affiliates and/or jurisdictions as further set out in the Order Form and following the principles set out in Clause 6.

5.3 License Restrictions. Except to the extent permitted by Clause 5.1, applicable mandatory laws or explicitly permitted under an Order Form, the Registered User and Individual User(s) warrant and represent that they shall not in any way: (i) access, display and/or use, or permit any other third party to access, display and/or use, any or all parts of Transportation Visibility Services, Visibility Data and/or the Portal (a) in breach of the Contract Terms or applicable laws, standards, instructions and/or Maersk Group codes/policies, (b) for the benefit of any other person than the Registered User, (c) in a manner that infringes any third party’s intellectual property or proprietary rights, and (d) in an otherwise unlawful, disruptive or abusive manner; (ii) post to, upload to, temporarily store on (if such facility is provided) or transmit via the Portal any information, materials or content that might be or might encourage conduct that might be unlawful, threatening, abusive, defamatory, obscene, vulgar, discriminatory, pornographic, profane or indecent manner; (iii) access and/or use any or all parts of Transportation Visibility Services, Visibility Data and/or the Portal, including the underlying algorithms, designs, structures and methodologies, in order to build a competitive product or service, including attempt to scrape data, decompile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of it; (iv) access and use Transportation Visibility Services to provide services to third parties; (v) license, sell, aggregate, analyse, rent, lease, transfer, assign, distribute, or otherwise directly or indirectly commercially exploit Transportation Visibility Services; and (vi) introduce, or permit the introduction of, any virus or vulnerability into Maersk and its Affiliates' network or IT environments (including the Portal or through an API).

5.4 Lawful usage. Use of Transportation Visibility Services or Visibility Data may be subject to certain legal or regulatory requirements. The Registered User may only access or use Transportation Visibility Services or Visibility Data, or authorize such access or use, to the extent such access or use is permitted in the jurisdiction in which the access or use are performed.

5.5 Misuse of Transportation Visibility Services. Misuse in any form, whether intentionally or not, of Transportation Visibility Services and/or Visibility Data, including any breach of this Clause 5 (License Grant and Restrictions), shall constitute a material breach of the Contract Terms.

5.6 Feedback. All Feedback is and shall be given entirely voluntarily. Feedback, even if designated as confidential by the Individual User, shall not create any confidentiality obligation for or upon Maersk. Maersk may in connection with any of its products or services freely use, modify, copy, disclose, license, distribute and commercially exploit any Feedback in any manner it sees fit without any obligation, royalty or restriction based on intellectual property rights or otherwise. The Registered User is obligated to assign and transfer any IPR into such Feedback given by its authorised Individual User’s to Maersk promptly upon creation/delivery of such Feedback.

5.7 Scope Adjustments. Maersk may at any time during a Subscription Period or Fixed Subscription Period (including Trial Period), as applicable, at its discretion change, modify and/or adjust: (i) the scope, format, design and/or nature of the Transportation Visibility Services, including the Visibility Data, API and Portal; (ii) the scope, format, requirements and nature of Consumption Requests and required Input Data; and (iii) the means of access or integrations to Transportation Visibility Services. Material adverse changes will be notified to the Registered User through the Portal or directly to applicable Individual User’s account or otherwise in writing (e.g. website, email or similar).

6. Fees and Payment

6.1 Evaluation or Trial Access. If Evaluation or Trial Access has been agreed in an Order Form, then such Evaluation or Trial Access will be provided against payment of any Charges for such Evaluation or Trial Access as set out in the Order Form or elsewhere for the limited Evaluation Period, unless otherwise set out in the Order Form.

6.2 Charges for Transportation Visibility Services. The applicable Charges for the Transportation Visibility Services and any agreed Implementation Services are outlined in the Order Form (which may also be visible in the Portal or Registered User’s account on Maersk.com). Unless otherwise stated in the Order Form, such Charges are variable within a Contract Year based on scope as further described above in Clause 5.2 and consumption as further described below in Clause 6.4 (i.e. Charges are in the Order Form divided into different consumption or service categories with different pricing applicable), or in the case of Implementation Services based on time and material (costs and hourly rates) or fixed pricing as agreed or in the absence of such, as reasonably requested by Maersk. Charges are non-refundable, unless otherwise stated in these User Terms.

6.3 Minimum Commitment. The Parties will in the Order Form or elsewhere agree to a certain minimum spend commitment per contract year (or such other interval/period agreed in the Order Form) during a Subscription Period or Fixed Subscription Period, as applicable (“Minimum Commitment”). Such Minimum Commitment is non-refundable and not subject to roll-over between terms or Contract Years.

6.4 Consumption, Invoicing and Annual True-up. Maersk will charge and invoice the Registered User monthly in arrears (unless a different interval or price model is agreed in the Order Form) based on its and its Individual Users’ consumption of Tracked Containers, Tracked Shipments and/or Tracked Events, as applicable, however never less than any agreed Minimum Commitment set out in an Order Form (which will be invoiced by Maersk in accordance with the relevant interval/period agreed in an Order Form). For the avoidance of doubt, Tracked Containers, Tracked Shipments and/or Tracked Events, as applicable, will be considered consumed and corresponding Charges will be payable for Registered User upon each Consumption Request (no matter if any Visibility Data or output is returned or not). In case of subscription to certain Visibility Data where a single Consumption Request is made for tracking of several or all of the Registered Users’ volumes in terms of containers and/or shipments, and/or to receive events or Visibility Data not necessarily linked to a specific container or shipment, as applicable, then Maersk shall be entitled to charge the Registered User the agreed Charges based upon each Tracked Container, Shipment, Event and/or provided Visibility Data, which individually shall be considered a “Consumption Request” for the purposes of this Clause 6.4. At the end of each contract year during a Subscription Period or Fixed Subscription Period, as applicable, Maersk will calculate and prepare an annual account documenting annual number of Tracked Containers, Tracked Shipments and/or Tracked Events (divided by type and category) and corresponding annual Charges that have been invoiced based on the number of Tracked Containers, Tracked Shipments and/or Tracked Events during such Contract Year. This calculation is then compared with the agreed Minimum Commitment (prorated for the relevant interval/period agreed in an Order Form, as applicable) to identify any gap and need for true-up invoicing. If the annual account documents that invoiced Charges are below the agreed Minimum Commitment, then Maersk will issue a separate invoice for the remaining amount up to the agreed Minimum Commitment (True-up Amount”). Such invoice with the True-up Amount to be promptly paid by the Registered User. For the avoidance of doubt, if the annual account documents that the invoiced Charges exceed agreed Minimum Commitment, then no additional invoice will be issued and Registered User will not be entitled to a true-down.

6.5 Invoicing. Unless otherwise agreed in an Order Form and as specified in Clause 6.4, the Charges for Transportation Visibility Services (excluding Implementation Services) will be invoiced or drawn from a provided credit card (if such option has been agreed as payment for due invoices) monthly in arrears. With respect to Implementation Services, then such shall be payable and invoiced on monthly basis based on time and material consumed or any agreed payment plan as set out in the Order Form, unless otherwise agreed in the Order Form. If fixed Charges for API Services and/or Implementation Services have been agreed, then such will be invoiced upfront as of the Effective Date of an Order Form, unless otherwise agreed in the Order Form. Invoices will be sent by Maersk or its Affiliates to the Registered User and relevant appointed Individual User’s by email, via the Portal or as otherwise agreed.

6.6 Payment Term. Payment term is 20 days from receipt of Maersk’s invoice, unless otherwise agreed in an Order Form.

6.7 Taxes. All Charges, pricing, rates and other sums are exclusive of any sales taxes, VAT/GST and any other applicable taxes, charges and duties, all of which shall be payable by the Registered User and will be added to the invoice, as applicable.

6.8 Currency. Charges will be in USD, unless otherwise agreed in the Order Form. In case another currency other than USD has been agreed in an Order Form or elsewhere, then Maersk may upon each invoice adjust the Charges taking into account any adverse currency or exchange rate related changes (including applicable costs) between the chosen currency and USD from the Effective Date of the Order Form or latest currency adjustment date, whichever is later in time. Maersk’s payment service provider or bank shall be used as the exchange rate reference or index for such adjustment purposes.

6.9 Late Payment. In the event of late payment, Maersk may immediately suspend provision of Transportation Visibility Services. Late payment interest will accrue in accordance with applicable laws, however with a late payment interest of at least 8 % per month. The Registered User shall be liable for all costs and expenses incurred by Maersk, including reasonable attorney's fees, relating to the collection of past due amounts and interest applied thereon.

6.10. Termination for non-payment. Maersk may terminate the relevant Order Form and/or Contract Terms for cause if the Registered User fails to pay due amounts within 20 days from the due date.

6.11 Price adjustments. Maersk may change its pricing and the Charges upon at least 30 days’ prior written notice before the expiry of a Contract Year during a Subscription Period or Fixed Subscription Period, as applicable, to the Registered User with effect at the start date of such new Contract Year in a Subscription Period or Fixed Subscription Period, as applicable.

7. Intellectual Property Rights

7.1. Background IP. All IPR and proprietary rights belonging, directly or indirectly, to Maersk or its Affiliates prior to the Effective Date, or developed independently of the Contract Terms and Order Form, together with any modifications, developments or derivatives thereof, will remain vested in Maersk or its Affiliates, as applicable (“Background IP”).

7.2 IPR to Transportation Visibility Services and Maersk Data. Notwithstanding anything to the contrary in the Agreement, any and all IPR, title and interest in and related to the Transportation Visibility Services, including specifically (a) Maersk’s Visibility Platform (including any hardware, software, platform, code, content, technical information, algorithm, documentation and similar included or part of said Visibility Platform), (b) Maersk Data, (c) any ideas, Feedback and know-how related to the Transportation Visibility Services, as well as (d) any updates, modifications, improvements, output and derivative works related to the Transportation Visibility Services and beforementioned points (collectively referred to as “Maersk IPR”), shall continue to be the sole and exclusive property of Maersk or its Affiliates, as applicable.

To the extent relevant, the Registered User agrees to assign and transfer to Maersk any and all IPR, title and interest into the Maersk IPR immediately upon its creation or coming into existence. Maersk IPR is considered Confidential Information of Maersk. The Registered User and its Individual User’s are only provided with a subscription-based license to access and use the Transportation Visibility Services as set out in Clause 5.

7.3 IPR to User Material. The Registered User shall retain IPR to its User Material as uploaded to the Portal.

7.4 License to use User Material. The Registered User and its Affiliates (on behalf of themselves and their Individual Users) grant Maersk and its Affiliates, Associates, Agents and their contractors a fully paid-up and worldwide license to collect, use, modify, store, combine, display, or otherwise process any User Material and/or data related to the Registered User (including its Individual Users) for the purpose of providing and improving the Transportation Visibility Services and other products or services of Maersk group to the Registered User and its Affiliates (including their Individual Users). This license grant is also considered a formal "letter of authorization" for Maersk and its Affiliates, Associates, Agents and their contractors to collect, source, obtain, process, use and share relevant Visibility Data on behalf of the Registered User, its Affiliates and/or its Individual Users and/or customer/clients with e.g. contractors of Maersk Group. This license is limited for the Subscription Period or Fixed Subscription Period, as applicable.

7.5 Perpetual license to use deidentified User Material. Notwithstanding anything to the contrary herein, the Registered User and its Affiliates (on behalf of themselves and their Individual Users) and their customers and contractors hereby grant Maersk and its Affiliates, Associates, Agents and their clients and contractors a non-exclusive, unlimited, transferable/assignable/sub-licensable, perpetual, irrevocable, royalty-free/fully paid up and worldwide right and license to use, modify, maintain, copy, extract, store, exchange, display, market/sell, combine with other data, further develop and make derivative works as well as commercialize User Material in deidentified form for Maersk and its Affiliates’ business purposes. For the avoidance of doubt, such license shall include the right for Maersk to utilize such User Material as part of its provision, maintenance and further development of Maersk’s groupwide product- and service offerings (from time to time and including the creation of new products and services), e.g. 4PL, Control Tower and Analytics businesses. There shall be no limitations on the above right to use such User Material in terms of number of users and copies etc. For the avoidance of doubt, this perpetual license shall survive termination or expiry of any Order Form and related Contract Terms. The Registered User and the Individual User agree to take any steps (including completing any further document) that may be required in any jurisdiction to give effect to this clause. The Registered User and the Individual User shall procure the waiver of any moral rights in any information, data (including Visibility Data as applicable) or other materials posted or uploaded at any time by the Registered User and/or Individual User to the Portal, Maersk.com and/or through the API, as applicable.

7.6 Non-infringement - User Material. The Registered User and its Individual User(s) shall not, directly or indirectly, upload and/or share any data or User Material to the Portal, Maersk.com, API and/or Maersk’s other environments, unless they can ensure that such User Materials do not infringe any IPR or other rights of any third party. The Registered User shall indemnify and hold harmless Maersk, its Affiliates, Associates, contractors, clients and Agents against any claims, losses, actions, proceedings, damage or other liabilities whatsoever, including all legal costs or other expenses, incurred by Maersk, its Affiliates, Associates, contractors, clients and/or Agent’s as a result or in connection with the defence and/or settlement of any third party claim stating that the User Materials infringe on such third party’s IPR. This indemnity shall for the avoidance of doubt cover all damages or compensation paid by Maersk or its Affiliates to settle a claim (acting reasonably and in coordination with the Registered User) or awarded by court decision.

7.7 Authorization from Registered Users’ customers to source and use Visibility Data. The Registered User and its Affiliates (including their Individuals Users) warrant and represent that they have obtained all necessary rights, title and authorization/permissions from its customers and other relevant entities and/or individuals, as applicable, for Maersk, its Affiliates and their Associates, Agents and contractors to collect, source, obtain, use, process, display, modify, combine, share and commercially exploit Input Data and requested Visibility Data for Maersk purposes in accordance with the Contract Terms, including to grant the licenses and assignment of IP as set out in this Clause 7. Upon request from Maersk, the Registered User shall promptly share to Maersk all necessary documentation and information for Registered Users’ compliance with this Clause, including obtained “Letter of Authorizations” from its customers for the benefit of Maersk Group etc. as stated herein. For the avoidance of doubt, this obligation shall survive termination or expiry of the Order Form and related Contract Terms.

8. Warranties and disclaimers

8.1 General Warranties. Subject to Clause 9.2 and 9.3, either Party represents and warrants that (a) it has full capacity and authority to enter into and perform this Order Form and Contract Terms; (b) it will discharge its obligations under the Order Form with reasonable skill and care; and (c) in case the Order Form is signed, that the Order Form has been executed by a duly authorised representative of either Party with authority to bind the respective Party and its Affiliates.

8.2 General waiver of warranty etc. Maersk delivers the Transportation Visibility Services (including for the avoidance of doubt Visibility Data) “as-is” without any representation, warranty and/or undertaking of any kind, express or implied, including for example in relation to fitness for a particular purpose, merchantability, accuracy, quality, availability, sufficiency, reliability, completeness, title and non-infringement. Specifically, Maersk does not warrant, represent or undertake that the Transportation Visibility Services does not infringe third party’s IPR. Maersk does not warrant, represent or undertake that the Transportation Visibility Services, Visibility Data and related materials will, to the extent defective or inaccurate, be correctable or enable the Registered User to comply with applicable laws and regulations. All warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or at law are, to the fullest extent permitted by applicable law, excluded. Additionally, Maersk makes no warranty, representation or undertaking that access to and use of Transportation Visibility Services, flow of Visibility Data or the Portal will be uninterrupted, timely, accurate, complete, error-free or free from vulnerabilities. Access to Transportation Visibility Services may be suspended or withdrawn to or from the Registered User and Individual User temporarily or permanently at any time and without prior notice. There may also be imposed restrictions on the length and manner of usage of any part of Transportation Visibility Services for any reason. Maersk is not responsible for any delays, interruptions, delivery failures, or any other loss or damage resulting from the Registered User or its Individual User’s usage or reliance on the Transportation Visibility Services. Maersk does not warrant that the Portal will be compatible with all hardware and software which the Registered User or the Individual User(s) may use. Maersk shall not be liable for damage to, or viruses or other code that may affect, any equipment (including but not limited to mobile devices), software, data or other property as a result of the Individual User's download, installation, access to or use of the Portal, Transportation Visibility Services or Visibility Data or the Individual User obtaining any material from, or as a result of using such. Maersk will further not be liable for the actions of third parties.

8.3 Standalone contract. The Order Form for Transportation Visibility Services is a standalone contract and will not affect, form part of, or in any other way grant any rights and/or remedies in relation to any separate contract with Maersk or its Affiliates, Associates and/or Agents, including for example contracts of carriage or logistics services. This means that breach under the Order Form by Maersk will not grant or invoke any rights or remedies or cross default in any other contract with Maersk or its Affiliates, Associates and/or Agents. In this context, the Individual User and/or the Registered User may not use the Transportation Visibility Services, including Visibility Data, in whole or in part, in any form, as grounds for any claim, action or inaction, whatsoever and howsoever arising, in relation to any contract of carriage, logistic services, etc. with Maersk or any of its Affiliates.

8.4 Advise and recommendations by Maersk. Maersk is not responsible and disclaims any and all liability related to any calculations, advice, suggestions and/or recommendation provided as part of its Transportation Visibility Services. Maersk strongly advises the Registered User and its Individual User’s to assess, verify and validate the completeness and accuracy of any Visibility Data provided, including recommendations regarding the Registered Users’ supply chains. Maersk will not be liable for any consequences or liabilities following Registered User’s decision to rely or not to rely on any such Visibility Data and recommendations provided.

8.5 The Registered User Warranties. The Registered User and its Individual User(s) each warrant and represent that they shall promptly provide all information, personal data, User Material and documentation required by Maersk (from time to time) in an accurate, complete, compliant, non-infringing and timely manner, consisting of various user credentials, shipment and/or supply chain information, such as, but not limited to, user information, freight weight, container volumes, booking number, SCAC code, container types, origin and destination details, load and discharge ports, modes of transportation and container numbers, as applicable. With respect to information related to Emission Studio module (which may be part of Transportation Visibility Services), information is deemed untimely delivered if not provided by the Registered User to Maersk at least thirty (30) business days in advance of making updated emissions reports for the Registered User. The Registered User represents and warrants that all information, personal data, User Material and documentation so provided shall be accurate and complete, compliant, non-infringing and acknowledges and agrees that Maersk may rely on the information, personal data, User Material and documentation the Registered User provides to Maersk and/or its Affiliates in performing the Transportation Visibility Services and in accordance with rights granted in Clause 7.

9. Remedies

9.1 Remediation of defects in the Portal and/or API. Maersk will during the Subscription Period or Fixed Subscription Period, as applicable, within reasonable time from notification remedy any material defects and incidents in the Portal and/or API by permanent resolution or temporary workaround using commercially reasonable efforts, provided such material defect or incident is caused by Maersk and within its control. Remedial actions shall in such case be at Maersk’s sole discretion and expense.

9.2 Proportionate reduction. Principles of proportionate reduction of Charges shall not apply to the Order Form.

9.3 Sole and exclusive remedy. The remedies in this Clause 9 shall be the Registered User’s sole and exclusive remedies and Maersk’s sole liability for defects, delays and/or deficiencies related to Transportation Visibility Services.

10. Liability

10.1 Uncapped liability. Nothing in these User Terms shall exclude or limit liability for death or personal injury resulting from negligence or for fraud on the part of either Party.

10.2 Limitation of liability and Exclusions. Except as expressly and specifically provided in the User Terms and to the furthest extend permitted by applicable laws:

(i) Maersk, its Affiliates, Associates and Agents shall have no liability whatsoever in respect of User Materials or any third party websites or data linked in the Portal and/or any errors, delays and/or inaccuracies in relation to Visibility Data;
(ii) the Registered User assumes sole responsibility for use, insights, recommendations and results obtained from use of Transportation Visibility Services, Visibility Data and the Portal, and for conclusions drawn from such use. Maersk shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to Maersk by the Registered User or Individual User in connection with the access and use of Transportation Visibility Services, including User Material, or any actions taken by Maersk at the Registered or Individual User's direction;
(iii) Maersk, its Affiliates, Associates and Agents shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss or damage relating to business interruption, loss of use or contract, lost, inaccurate data or corruption of data, failure of security mechanisms, loss of profits, loss of business, depletion of goodwill and/or similar losses, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges and/or expenses however arising in relation to the Contract Terms, including e.g. the access or use of Transportation Visibility Services, Visibility Data and/or the Portal; and
(iv) the total and aggregate liability of Maersk, its Affiliates, Associates and Agents towards the Registered User its Affiliates, Associates and/or Agents (including the Individual Users), howsoever arising out of or in connection with the Order Form and Contract Terms, shall be limited to USD 1,000 (in aggregate for all claims).

10.3 Force majeure. Maersk and its Affiliates, Associates and their Agents and contractors will not be liable for any loss (including without limitation loss of profit), damage, delay or failure in performing any of its duties relating to the Contract Terms, Transportation Visibility Services, the Portal and/or Visibility Data caused in whole or in part by the action of any government or governmental agency, natural occurrence, law or regulation (or any change in the interpretation thereof), injunction, currency restriction, sanction, exchange control, epidemic/pandemic, industrial action (whether involving its staff or not), war, terrorist action, equipment failure, interruption to power supplies or anything else beyond said parties’ reasonable control.

10.4 Indemnity. The Registered User shall indemnify and hold harmless Maersk, its Affiliates, Associates and their Agents and contractors against any claims, losses, costs, actions, proceedings, damage or other liabilities whatsoever arising out of any negligent acts or actual or potential breach of the Contract Terms by the Registered User and/or any of the Individual Users, including for any claims, losses and/or expenses incurred as a result of Maersk’s use of or reliance on any inaccurate, incomplete and/or untimely provision of information, Input Data and/or User Material by the Registered User and/or any of its Individual Users.

11. Confidential Information

11.1 General obligations. Subject to Clause 7 (Intellectual Property Rights), all Confidential Information, whether in written, oral or visual form, disclosed by a Party (“Disclosing Party”) to the other Party (“Receiving Party”) in relation to the Order Form and Contract Terms shall remain the property of the Disclosing Party. Such Confidential Information shall not be given or disclosed to any third party (except for authorised third parties under the Contract Terms) without Disclosing Party’s prior written consent and Receiving Party shall only use the Confidential Information for the purposes of the Contract Terms. Receiving Party shall limit internal distribution of Confidential Information to only those individuals whose duties justify their need to know such information.

11.2 Exceptions. The confidentiality obligations of clause 11.1 above do not apply to any information which the Receiving Party can document:

(i) has passed into the public domain other than by breach of this clause 11;
(ii) is already before the date of receipt from the Disclosing Party in the possession of the Receiving Party without any restrictions as to disclosure;
(iii) is received from a third party who lawfully acquired it and who is under no obligation restricting its disclosure;
(iv) is required to be disclosed under applicable law, stock exchange regulations or by a governmental order, decree, regulation, rule, or by an order of any court of competent jurisdiction (provided that the Receiving Party shall make all reasonable efforts to give prompt written notice to the Disclosing Party prior to such disclosure); or
(v) has been independently developed without access to the Confidential Information.

11.3 Disclosure to Maersk Affiliates and contractors etc. Nothing in this clause 11 may be deemed or construed to prevent Maersk from disclosing any Confidential Information obtained from the Registered User or its Affiliates or their Individual Users or clients:

(i) to any Affiliate, Associate or Agent;
(ii) to any contractor (or potential contractor), insurer, legal advisor or auditor of Maersk or its Affiliates, Associates and/or Agents provided that Maersk has obtained from such contractor a customary confidentiality undertaking;
(iii) if such disclosure is in the discharge of Maersk or its Affiliates’, Associates’ and/or Agents’ obligations to supply information for the purpose of complying with any applicable law or regulation; or
(iv) if such disclosure is made for due diligence purposes under strict and customary confidentiality obligations in relation to a divestment of business activities or assets of Maersk or any of its Affiliates or Associates.

11.4 Reference and advertising. The Registered User agrees that Maersk and its Affiliates may during a Subscription Period or Fixed Subscription Period, as applicable, use the Registered User’s name, mark or any commercial relation with Maersk, or a company associated with the Registered User, for the purpose of advertising or as a reference. The Registered User and its Affiliates and their Individual Users are not allowed to use any Maersk and/or its Affiliates’ name, trademark and/or commercial relation with Maersk Group in any form of marketing or advertising or as a reference, unless approved in writing by Maersk and subject to signing separate trademark license form issued by Maersk in such case.

12. Subscription Period and Termination for Convenience

12.1 Subscription Period – Auto-renewable periods. The Order Form will take effect on the Effective Date. Upon the later of the Effective Date or expiry of any agreed Evaluation Period specified in Clause 4 and provided the Registered User has not exercised its termination for convenience right set out in Clause 12.3 prior hereto, the Order Form shall automatically extend for successive twelve (12) months (unless a different interval/period has been agreed in the Order Form) automatically renewable subscription periods, unless or until terminated by either Party for convenience in accordance with Clause 12.4 (“Subscription Period(s)”).

12.2 Fixed Subscription Period. Notwithstanding the foregoing in Clause 12.1, the Parties may instead of auto-renewal following Clause 12.1 agree in an Order Form on a fixed subscription period. Such Fixed Subscription Period shall commence upon the later of the Effective Date or expiry of any agreed Evaluation Period specified in Clause 4, and provided the Registered User has not exercised its termination for convenience right set out in Clause 12.3 prior hereto, shall continue for the agreed fixed subscription period after which date the Order Form shall automatically expire, unless extended or terminated prior hereto by the Parties (“Fixed Subscription Period”). For the avoidance of doubt, the Registered User shall not be entitled to terminate an Order Form with an agreed Fixed Subscription Period for convenience.

12.3 Termination for convenience – Evaluation Access. Either Party may – upon written notice to the other Party within the Evaluation Period – terminate the Order Form for convenience with effect at expiry of the Evaluation Period without any financial liability to the other Party other than the Registered Users’ payment of agreed Charges set out in Clause 6.1.

12.4 Termination for convenience – Subscription Period. Either Party may – upon ninety (90) days’ prior written notice to the other Party – terminate an Order Form for convenience with effect upon expiry of the applicable Subscription Period. For the avoidance of doubt, neither Clause 12.3 nor Clause 12.4 will in any way affect or terminate any other agreed services or contract(s) between the Parties or their Affiliates, including but not limited to any ocean, carriage and/or logistic services contracts.

13. Compliance

13.1. General Compliance. Maersk and the Registered User each undertakes that it and all of its Affiliates, Agents (including Individual Users of the Registered User) or contractors will comply in all material respects with all laws and regulations applicable to its business, including i.a. such relating to privacy, anti-corruption, competition and sanctions and export controls.

13.2 Privacy - Business contact information – Controller to Controller processing. The Parties will share business contact information or other personal data regarding a Party or its Affiliates’ personnel or third parties engaged by it for the purposes of performing and maintaining the contractual business relationships between the Parties, such as contract management, payments, etc. It is each Party’s responsibility as individual data controllers to comply with applicable data protection and data privacy legislations and regulations. The Registered User must notify its Individual Users and other relevant personnel or individuals, etc. about Maersk and its Affiliates’ processing of its personal data as such is described in Maersk’s Global Data Privacy Notification which is available at www.maersk.com.

13.3 Privacy - Maersk acting as Data Processor. In case processing activities require execution of data processing agreement or standard contractual clauses relating to Maersk acting as a data processor, the Parties agree that any such agreed and mandatory data processing agreement or standard contractual clauses, as applicable, is available through the Portal (available upon request through the following link: https://svp.maersk.com/scc-data-processing-agreements) or set out in the Order Form, as applicable.

13.4 Privacy – Legal basis for processing. The Registered User must ensure appropriate legal basis for Maersk, its Affiliates, Associates and/or Agent's processing of personal data of its Individual Users, end-customers and other data subjects whose personal data is/are being processed as part of the delivery of Transportation Visibility Services and related product and service offerings of Maersk group or otherwise related to the fulfilment of the Contract Terms.

13.5 Sanctions and Export Controls. Each Party represents and undertakes that in the performance of the Order Form, it and all of its Affiliates, directors, officers and/or contractors will comply with all applicable laws, rules, regulations or similar instruments relating to anti-corruption, competition law and foreign sanctions and trade controls (export controls and sanctions laws of the UN, the EU and US or other relevant regulators).

For the purposes of clarity:

(a) Neither Party will give, promise or attempt to give or approve the giving of anything of value to any person, for illegal purposes or for improperly obtaining or retaining business.
(b) Neither Party shall deal, or cause the other Party to deal, with any person or entity in respect of transactions prohibited by foreign sanctions, export or trade controls, except with the other Party’s prior written consent; or which could damage the other Party’s commercial or other reputation interests, even if not in violation of any foreign sanctions, export or trade controls.

14. Security

14.1 Security Compliance and Measures. Individual Users and Registered Users agree to comply with any reasonable instructions issued or informed by Maersk regarding the use and security of the Transportation Visibility Services, API and the Portal. The Registered User shall implement, maintain, and keep current appropriate technical and organizational measures according to leading industry standards to ensure the security, integrity and confidentiality in relation to access to and use of the Portal, Transportation Visibility Services, Visibility Data, and any other information stored on their computer systems. Similarly, Maersk will use reasonable efforts to implement, maintain and keep current commercially reasonable technical and organizational measures to ensure a reasonable security level in relation to the Transportation Visibility Services in accordance with industry standards. The Registered User and its Individual Users shall each take all necessary precautions to ensure that their communications through the Portal and their own systems are not affected by computer viruses, malware and/or any other destructive or disruptive components. The Registered User and its Individual Users must ensure no such harmful components are transmitted to or via Transportation Visibility Services or the Portal. The Registered Users are responsible for continuously monitoring and updating their security measures to protect against emerging threats and vulnerabilities compliant with leading industry standards and practices.

14.2 System Abuse. The Registered User and its Individual Users are strictly prohibited from engaging in any activities that may jeopardize or compromise the confidentiality, security, or integrity of the Portal, Transportation Visibility Services, Visibility Data, Login Details, or Maersk and its Affiliates’ other IT environments.

The Registered Users must ensure that it, along with its Individual Users and Affiliates, adhere to the following obligations to prevent system abuse, security compromise, incident and/or personal data breach, etc.:

(a) Unauthorized Access: No attempts should be made to gain unauthorized access to any part of the Portal, API or related Transportation Visibility Services or Maersk IT environments.
(b) Data Integrity: The Registered User and its Individual Users must not alter, delete, or manipulate Visibility Data in any unauthorized manner.
(c) Security Measures: The Registered User and its Individual Users must not bypass or attempt to bypass any security measures implemented to protect the Portal, API and related services.
(d) Confidentiality: The Registered User and its Individual Users must maintain the confidentiality of Login Details and not share them with unauthorized individuals.
(e) Malicious Activities: The Registered User and its Individual Users must not introduce any malicious software, such as viruses or malware, into the Portal, API or related IT environments.

14.3 Notification of Changes in Accounts. The Individual Users and Registered Users must promptly notify Maersk of any changes in account provisioning. This includes, but is not limited to, the creation, modification, or deletion of user accounts, changes in user roles or permissions, and any other adjustments that may impact access to the Portal or related services.

14.4 Notification of Incident (including Personal Data Breaches). The Individual Users and Registered Users must promptly (and no later than 24 hours from awareness) notify Maersk upon becoming aware of any actual or attempted unauthorized access or use of the Portal, any unauthorised transaction or attempt to execute an unauthorised transaction in connection with Transportation Visibility Services or any other circumstance that might be reasonably likely to result in any prejudice to the security, confidentiality or integrity of the Portal, Login Details, Maersk IT environments or Maersk Data, including i.a. Personal Data Breaches as defined in EU General Data Protection Regulation.

14.5 Audit Rights. Maersk has the right to conduct audits of the Registered User’s and all its Individual Users’ use of the Transportation Visibility Services and the Portal to verify that such parties comply with the terms and conditions set out in the Contract Terms. The Registered User and its Individual Users shall promptly cooperate with such audit, provide necessary assistance, access and information reasonably requested by Maersk, including answers to self-assessment questionnaires, records, documentation, etc.

15. Third Party Providers

15.1 Third Party website, etc. The Portal and Visibility Data may contain certain links or references to websites or data operated or delivered by third parties. Maersk makes no warranties, representations or undertakings whatsoever regarding any third party website or data which the Registered User or the Individual User may access and use through the Portal or which the Registered User or the Individual User may use or access to enable access to or use of the Transportation Visibility Services. Any such website and data are wholly separate and independent from the Transportation Visibility Services and Maersk does not have any control over the content or operation of such website or data. Maersk does not endorse any third party website or data and does not accept any responsibility for the existence, operation, content or use or reliance of such website or data.

15.2 Hyperlinks. The Registered User or the Individual User may not place hyperlinks to any area of the Portal.

16. Notice and Update

16.1 Notice requirements. Any required notices pursuant to the Contract Terms shall be sent in writing, by mail or email, to the applicable Party’s representative at the addresses set forth in the Order Form or by the Individual User in the account registration form (or a subsequent address notified to Maersk from time to time) or via the Portal or any account on Maersk.com. Service of any notice on the Individual User shall (if applicable) also be deemed to be service on the Registered User. Proof of posting or transmission of any notice shall be deemed to be proof of receipt of the notice at the time when the notice would in the ordinary course be delivered or received. Any notice sent via the Portal shall be deemed to have been received when the notice is first available through the Portal for access by either Party.

16.2 Updates. Maersk may in its sole discretion and without prior notice, cost or liability for Maersk or its Affiliates change or modify the Contract Terms. Latest version of the User Terms is available here: Terms | Maersk Terms. By continuing access and use of Transportation Visibility Services after any change or update of the Contract Terms, the Individual User and the Registered User agree to be bound by it. If any change is material and has a material adverse commercial effect on the Registered User, then the Registered User will be notified separately through the Portal, Maersk.com account or otherwise in accordance with the principle of this Clause 16.1. If the Registered User or the Individual User do not agree to the updated Contract Terms having a material adverse effect on it/them, then the Registered User may within 20 days from such notification terminate the Order Form for convenience following the principles of Clause 12.3. In such case, all Individual Users shall immediately stop all access and use of Transportation Visibility Services.

16.3 Service announcements. The Registered User and all its Individual User’s agree that Maersk may share service announcements and/or service updates through the Portal, email and/or any other communication channels agreed between the Parties. Such service announcements or updates may include details around planned maintenance of the Portal, new features included in the Transportation Visibility Services, etc. Marketing may be provided if an Individual User has provided its prior written consent to receiving such marketing.

17. Suspension and Termination for Breach

17.1 Suspension due to maintenance, etc. From time-to-time Maersk may without prior notice suspend some or all access to or use of Transportation Visibility Services, including access to the Portal and/or provision of Visibility Data, for scheduled or unscheduled maintenance, non-routine or emergency maintenance or for any other reason where Maersk reasonably considers it necessary to do so. In the event of such suspension, where reasonably practicable, reasonable efforts will be applied to give notice of such suspension via the Portal beforehand.

17.2 Suspension due to breach of Contract Terms, etc. Maersk may with immediate effect upon notice to the Registered User withhold, suspend and/or terminate access to and use of Transportation Visibility Services for cause in case of (i) any material breach of the Contract Terms by the Registered User or any of its Individual Users, including i.a. (a) any breach of Clauses 3, 5, 11, 13 and/or 14; or (b) in case of non-payment of due Charges not remedied within 10 days from written late-payment notice from Maersk; or (ii) in Maersk's assessment the Registered User's or its Individual User(s)'s use of Transportation Visibility Services is illegal, non-compliant and/or abusive; or (iii) if required by law or court order; or (iv) if in Maersk's assessment, the provision of the Transportation Visibility Services to the Registered User is no longer commercially viable for Maersk. For the avoidance of doubt, withholding, suspension or termination is without prejudice to other available rights and remedies available to Maersk under the Order Form or at law.

17.3 Deactivation and termination. Access to Transportation Visibility Services for the Individual User will automatically be terminated upon deactivation (for whatever reason) of the Individual User's account by Maersk or its Affiliate.

17.4 Termination is without prejudice. Termination of Transportation Visibility Services access will not affect the rights and remedies of the Parties accrued prior to termination, nor affect any provision intended to continue after termination.

17.5 The Registered User’s termination rights for material breach. The Registered User may – within a period of 10 days after the end of Maersk’s remediation period stated below – upon written notice to the other Party and with immediate effect terminate the Order Form for breach if Maersk is in material breach of one or more obligations under the Order Form and such material breach is not remedied within 90 working days of receiving written notice of such breach.

17.6 Termination rights related to bankruptcy or similar. Either Party may at any time upon written notice to the other Party and with immediate effect terminate the Order Form for breach if the other Party ceases trading, is unable to pay its debts, or is subject to an order or a resolution for its liquidation, administration, winding-up or dissolution (otherwise than for the purposes of a solvent amalgamation or reconstruction or merger where the amalgamated, reconstructed or merged party agrees to adhere to the relevant Order Form), or has an administrative or other receiver, manager, trustee, liquidator, administrator or similar officer appointed over all or any substantial part of its assets, or has a freezing order made against it, or is subject to any analogous act or proceeding under foreign law.

18. Law and Jurisdiction

18.1 Governing law and venue. The Contract Terms (including the Order Form) shall be governed by and construed and interpreted in accordance with Danish law and shall be subject to the exclusive jurisdiction of the City Court of Copenhagen.

19. Miscellaneous

19.1 The independence of either Party. Nothing in this Order Form shall be construed to create a partnership, joint venture or agency relationship between Maersk and the Registered User.

19.2 Severability. If any provision or part of a provision of the Contract Terms is held by any court of competent jurisdiction or, pursuant to any applicable law becomes invalid, illegal or unenforceable for any reason, such provision shall be severed from the Contract Terms and the remainder of the provisions hereof shall continue in full force and effect as if the invalid, illegal or unenforceable provision or part of a provision had been eliminated from the Contract Terms. In the event of a holding of invalidity so fundamental as to prevent the accomplishment of the purpose of the Order Form, the Parties shall commence good faith negotiations to remedy such invalidity.

19.3 Interpretation. References in these terms to "in writing" or "written" include communication by email or other electronic form. References in these terms to the singular include the plural and vice versa.

19.4 Order of Precedence. In case of conflict or discrepancies between the terms in the Contract Terms the following Order of precedence shall apply: (1) Order Form (including appendixes); (2) User Terms; (3) any additional terms, policies and instructions provided in the Portal or otherwise made available by Maersk, including i.a. Digital Services User Terms, Data Processing Agreement or EU Standard Contractual Clauses and Privacy Notification. Despite the foregoing, in respect of terms solely related to personal data, terms of any Data Processing Agreement, EU Standard Contractual Clauses and/or Privacy Notification or similar privacy document, as applicable, will prevail and take precedence concerning such privacy related matters.

19.5 Assignment. The Registered User and the Individual User may not assign, novate or transfer in whole or in part the Order Form and Contract Terms without Maersk's prior written consent. Maersk is entitled to assign and/or novate its rights and/or obligations under an Order Form to any Affiliate, Associate and/or Agent. Maersk shall within reasonable time of such assignment or novation notify the Registered User in writing hereof.

19.6 Maersk’s use of Sub-contractors, etc. Maersk may in its sole discretion use Affiliates, Associates, Agents, clients and/or third-party contractors to fulfil its obligations under the Contract Terms and any Order Form, including for the avoidance of doubt to provide the Transportation Visibility Services. Maersk may upon request share relevant and mandatory data on its use of such parties in the provision of the Transportation Visibility Services. Maersk will remain liable for such parties’ performance of the Contract Terms to the same extent as Maersk would itself be liable towards the Registered User.

19.7 Survival of rights and obligations under the Order Form after expiration or termination. Provisions in this Order Form which for any reason require action or forbearance after termination or expiry, howsoever caused, including i.a. provisions of liabilities, intellectual property rights, indemnities and confidentiality, shall remain in full force and effect regardless of termination or expiry until all obligations under the Contract Terms have been performed and all rights, claims, demands, suits, actions or liabilities of any nature relating thereto have been settled or lapsed according to applicable law.

19.8 Successors and permitted assignees. The Order Form shall enure to the benefit of and be binding upon each of Maersk and Registered User and their respective successors and permitted assigns.

19.9 Third party rights. Other than as expressly provided in the Order Form, the Order Form does not create any rights for any person who is not a party to it, and only persons who are parties to the Order Form may enforce any of its terms or rely on any exclusion or limitation contained in the Order Form.

Version 1.2 (31 October 2025)

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