1. Use of seaexplorer 

1.1. The use of seaexplorer is subject to the terms set out below, any additional instructions or terms issued together with seaexplorer at any time and the privacy policy available at www.kuehne-nagel.com (together the “seaexplorer User Terms”). 

1.2. The seaexplorer User Terms sets out the terms on which Kuehne+Nagel provides access to and User may use or access seaexplorer made available by Kuehne+Nagel. Any payment for seaexplorer, will be agreed between the User and Kuehne+Nagel in a separate agreement. 

1.3. The seaexplorer User Terms shall not affect the terms of any contract of carriage, freight forwarding, supply chain services, terminal services or other service agreements between User and Kuehne+Nagel, however, these seaexplorer User Terms will form part of said contracts/agreements to the extent seaexplorer is provided by Kuehne+Nagel or accessed by a User. 

1.4. Unless otherwise agreed in a separate agreement, Kuehne+Nagel may at any time change or update seaexplorer, and anything described in it, without notice to the User. If a modification is unacceptable, User may immediately cease using the Digital Service(s). 

Furthermore, Kuehne+Nagel may in its sole discretion amend these seaexplorer User Terms at any time. Latest version of these terms will be available at www.kuehne-nagel.com. 

2. Definitions 

2.1. “Communication” has the meaning described in clause 4.1 herein. 

2.2. “Content” means any information, data, text, images, video, audio or any other materials available from Kuehne+Nagel in seaexplorer or generated by User in seaexplorer. 

2.3. “Credentials” means any login details (e.g. username, password, access key etc.) registered for a User either issued by Kuehne+Nagel to a User, or created by a User, in order to identify the User’s access to and use of seaexplorer. 

2.4. “seaexplorer” means the innovative online platform of the same name hosted by Kuehne+Nagel that combines standard information on sea logistics services and routings, with sophisticated comparative data and other services and facilities made available to User or received by User, from www.seaexplorer.com, Kuehne+Nagel or via any webpage or digital service owned by Kuehne+Nagel. 

2.5. “Kuehne+Nagel” means Kuehne+Nagel (AG & Co.) KG, a German registered company with its address at Grosser Grasbrook 11-13, 20457 Hamburg, Company Registration Number HRA 21928 HB and/or any of its direct or indirect subsidiaries, affiliates, associates, joint ventures or agents. 

2.6. “User” means any person accessing seaexplorer made available by Kuehne+Nagel whether it is on behalf of the person itself or on behalf of a company or a third party. 

2.7. “User Materials” means any information, data or other content or materials posted or uploaded by a User or its actions and activities when using a Digital Service. 

3. Authorization to Use seaexplorer 

3.1. If required User agrees to access and use seaexplorer only by using valid Credentials. 

3.2. User shall observe any term, instruction or agreement with Kuehne+Nagel in connection with seaexplorer and only access and use seaexplorer and the Content in accordance with the restrictions, conditions and procedures set out in seaexplorer User Terms. 

3.3. Subject to full compliance with seaexplorer User Terms, User is hereby granted a limited, term-based, revocable, non-exclusive, non-sublicensable, non-transferable right to access and use seaexplorer and the Content as-is and only for the purposes reasonably anticipated by Kuehne+Nagel. The User may not: 

(a) use or permit any other party to use all or any part of seaexplorer or Content or in connection with activities that breach any relevant laws, infringe any third party’s rights, or breach any applicable standards, content requirements or codes; 

(b) post to, upload to, temporarily store on (if such facility is provided) or transmit through, seaexplorer 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; or 

(c) use seaexplorer for the purpose of or as a means to send “flame” or “spam” emails. 

3.4. A User may be unable to access or use seaexplorer if the User do not meet the minimum security requirements notified by Kuehne+Nagel from time to time or fails to installs, implements and maintains appropriate communication facilities (including software and hardware meeting the minimum requirements notified by Kuehne+Nagel). However, Kuehne+Nagel does not warrant that the local set-up of the User in accordance with such minimum requirements will ensure access to, full functionality of or effective operation of seaexplorer. The user shall ensure to obtain any consents and/or licenses required by law for such use. 

3.5. Misuse in any form, whether intentionally or not, of seaexplorer and/or the Content shall constitute a material breach of seaexplorer User Terms. 

4. Communications 

4.1. When a User accesses seaexplorer, Kuehne+Nagel may implement an automated check that valid Credentials have been applied. Kuehne+Nagel may treat any valid Communication, instruction or notification in the form received by Kuehne+Nagel from a User (“Communication”) as properly authorized by and legally binding upon the User, even if in fact no such authority was given or if any Communication received by Kuehne+Nagel was fraudulent or conflicts or appears to conflict with other instructions of the User. Kuehne+Nagel shall be under no further obligation to check the authenticity of the Communication or the authority of the User transmitting it. 

4.2. Where Kuehne+Nagel have reason to believe that received Communication has not been properly authorized or that any breach of security or of seaexplorer User Terms has occurred, Kuehne+Nagel reserve the right at its sole discretion not to act or to delay acting upon the Communication. 

4.3. The User is responsible for the accuracy and completeness of Communications received by Kuehne+Nagel and for ensuring that Communications achieve the User’s intended purpose and are transmitted correctly to Kuehne+Nagel. Kuehne+Nagel is not liable for any delay or loss where the contents of a Communication received are inaccurate, incomplete or where a Communication is not received by Kuehne+Nagel. 

4.4. If the User for whatever reason requests the cancellation or modification of a Communication which Kuehne+Nagel has received, Kuehne+Nagel will make reasonable endeavors to comply with the request. However, Kuehne+Nagel is not liable for any failure to cancel or modify such a Communication if such a request is received at a time or under circumstances that render it unreasonable to comply with the request. 

5. Agency 

5.1. If any Communication requires Kuehne+Nagel to act for the benefit of the User (or on its behalf) with a third party, the User appoints Kuehne+Nagel to do so as its agent. The User shall indemnify and hold Kuehne+Nagel harmless against any claims, losses, actions, proceedings, damage or other liabilities whatsoever (including damages or compensation paid by Kuehne+Nagel to compromise or settle a claim), and all legal costs or other expenses, suffered by Kuehne+Nagel as a result of, arising out of or otherwise relating to its activities as the User’s agent unless caused by Kuehne+Nagel’s gross negligence. 

5.2. Where Kuehne+Nagel pass on received Communications, information or content to a third party or otherwise act with a third party for the benefit of the User (or on its behalf), Kuehne+Nagel is not responsible for: 

(a) any delay or failure by the third party in processing the Communication, information or content; or 

(b) the use of or reliance on any Communication, information or content by the third party. 

6. Credentials and security 

6.1. User is always obliged to keep any Credentials utilized to access seaexplorer secret and confidential and User shall ensure that no third party shall access seaexplorer utilizing Credentials of User. If User suspect that any third party may be making use of User’s Credentials, User shall immediately inform Kuehne+Nagel of this fact and provide all reasonable assistance to Kuehne+Nagel in relation to any subsequent investigation or other activities undertaken by Kuehne+Nagel as a result. 

6.2. Kuehne+Nagel is not liable for any delay or loss caused by the misuse or misapplication of Credentials. 

6.3. The User and the User agree to comply with any reasonable instructions Kuehne+Nagel may issue from time to time regarding seaexplorer’s security. The User agrees that it shall implement, maintain and keep current appropriate security arrangements concerning its access to and use of seaexplorer, the Content and information stored on the User’s computer systems. The User and Kuehne+Nagel shall each take all reasonable precautions to ensure that their communications through seaexplorer and their own systems are not affected by computer viruses or other destructive or disruptive components, and to ensure no such components are transmitted to or via Kuehne+Nagel or seaexplorer. 

6.4. Kuehne+Nagel shall apply commercially reasonable security measures in relation to seaexplorer. The User confirms that the level of security provided by the proper use of the Credentials is adequate to protect its interests. 

6.5. The User must not reverse engineer, decompile or otherwise interfere with or publish or make available to any third party the Credentials or any other software, data, tools or facilities made available to them in connection with seaexplorer. 

6.6. The User must notify Kuehne+Nagel as soon as reasonably possible upon becoming aware of any actual or attempted unauthorised access to seaexplorer or any unauthorized transaction or attempt to execute an unauthorised transaction in connection with seaexplorer or any other circumstance that might be reasonably likely to result in any prejudice to the security of seaexplorer or Credentials. 

6.7. The User shall not do anything which may result in compromising the security of seaexplorer, the Content, the Credentials or the systems or security of Kuehne+Nagel or any other parties. 

7. Intellectual Property Rights 

7.1. Ownership of all copyrights, database rights, patents, trade or service marks, product names or design rights (whether (partly) registered or unregistered), trade secrets and confidential information and any similar rights existing in any territory now or in future including but not limited to any derivative works (“Intellectual Property Rights”) and similar rights and interests in all domain names, trademarks, logos, appearing in seaexplorer and all Content, or otherwise relating to seaexplorer and the Services offered by Kuehne+Nagel via seaexplorer, vests in Kuehne+Nagel or its licensors. 

7.2. The User shall procure the waiver of any moral rights in any User Materials. The User hereby irrevocably grants a perpetual, fully paid, irrevocable and worldwide license for Kuehne+Nagel and its licensees to use any User Materials for all business purposes, including without limitation copying, amending, incorporating in other materials, publishing, sub-licensing, reselling, creating derivative works or otherwise and provide such to third parties (and permitting such third parties to use and sublicense the User Materials) anywhere in the world. The User agree to take any steps (including completing any further document) that may be required in any jurisdiction to give effect to this clause. 

7.3. Kuehne+Nagel does not warrant or represent that the User’s use of seaexplorer or the Content will not infringe rights of third parties. 

8. Privacy Policy 

The use of our seaexplorer is subject to Kuehne + Nagel’s Privacy Policy, which is available at https://www.kuehne-nagel.com. 

9. Exclusion of Warranties 

9.1. The seaexplorer is made available as-is with no warranties as to its availability or fitness for purpose. Kuehne+Nagel will use reasonable commercial efforts to make seaexplorer available to the User and to ensure that seaexplorer operate in substantial conformity with their descriptions. 

9.2. Kuehne+Nagel does not warrant that the Content is accurate, sufficient, complete or up to date at the time it is accessed. The User should make further enquiries to satisfy the User of the accuracy and completeness of any Content before relying on it. Kuehne+Nagel makes no warranty that access to seaexplorer will be uninterrupted or error-free. Access to seaexplorer may be suspended or withdrawn to or from Users temporarily or permanently at any time and without prior notice. Kuehne+Nagel may also impose restrictions on the length and manner of usage of any part of seaexplorer for any reason. 

9.3. Quotations issued by Kuehne+Nagel for freight charges, fees or any other charges in seaexplorer, are for informational purposes only and are subject to change without notice, for instance for ad hoc charges and exchange rate fluctuations until confirmation has been issued by Kuehne+Nagel in writing. 

9.4. The User is responsible for the accuracy and completeness of any User Materials. The User shall ensure that the User Materials do not infringe any Intellectual Property Rights or other right of any third party and are not defamatory, unlawful, immoral or otherwise likely to breach or infringe any right or requirement or to give rise to any claim for loss or damage by any third party. 

9.5. Except as set out in seaexplorer User Terms or separate agreement, Kuehne+Nagel shall have no liability whatsoever for breach of any implied warranty, term or condition that might otherwise apply including (without limitation) in relation to the operation, quality or fitness for purpose of seaexplorer or any Content. 

10. Hyperlink to and from seaexplorer 

The seaexplorer may contain certain links or references to websites operated by third parties or incorporate third-party services. Kuehne+Nagel makes no warranties or representations whatsoever regarding any third-party website or services which the User may access through seaexplorer or which the User may use or access to enable access to or use of this seaexplorer and any Content. Any such website or services is wholly separate and independent from seaexplorer and Kuehne+Nagel does not have any control over the content or operation of such. 

11. Liability 

11.1. Kuehne+Nagel shall not be liable for damages, including from viruses, malware, Trojan horses, time bombs, worms or any other harmful software that may affect, any equipment, hardware, mobile device, software, data or other property as a result of Users download, installation, access to or use of seaexplorer. Kuehne+Nagel will further not be liable for the actions of third parties. 

11.2. The total liability of Kuehne+Nagel towards the User, howsoever arising out of or in connection with seaexplorer User Terms and/or seaexplorer or the Content (including in relation to negligence) shall, in aggregate, in respect of any claim, or series of connected claims arising out of the same cause in any calendar year, not exceed EUR 10,000 (Euro Ten Thousand). 

11.3. The User shall ensure that no claims for more than the aggregate limit of liability set out in clause 10.2 are brought against Kuehne+Nagel. 

11.4. The User shall indemnify and hold harmless Kuehne+Nagel against any claims, losses, actions, proceedings, damage or other liabilities whatsoever (including damages or compensation paid by them to compromise or settle a claim), and all legal costs or other expenses, suffered by Kuehne+Nagel arising out of any actual or potential breach by the User of any duties or obligations (including negligence) owed by the User to relating to seaexplorer User Terms, seaexplorer, User Materials or Content. 

11.5. Nothing in these seaexplorer User Terms shall exclude or limit liability for death or personal injury resulting from gross negligence or for fraud on the part of Kuehne+Nagel. 

11.6. Except as set out in these seaexplorer User Terms, Kuehne+Nagel shall have no liability whatsoever in respect of Credentials, seaexplorer or the Content howsoever arising (including, without limitation, under any implied warranty, condition or term). Furthermore, Kuehne+Nagel will not be liable for the accuracy of any data made available in the tool or the Users use of the data made available. 

12. Indemnity 

User agrees that the use of seaexplorer is solely under User’s control and subject to the compliance with these seaexplorer User Terms. User agrees to indemnify and hold harmless Kuehne+Nagel and its employees, directors, officers and consultants from any and all claims, damages, liabilities, costs and fees (including all legal costs or other expenses, suffered by Kuehne+Nagel as a result of any actual or potential breach) arising from the use of seaexplorer or from the use of seaexplorer by any third party making use of Users Credentials. 

13. Termination and suspension 

13.1 Kuehne+Nagel may terminate all or part of any User’s access to or use of seaexplorer, the Content and/or Credentials, immediately if User is in breach of these terms or upon 7 days written notice. 

13.2. Kuehne+Nagel may suspend some or all access to or use of seaexplorer, the Content, User Materials or Credentials for scheduled or unscheduled routine, non-routine or emergency maintenance or for any other reason where Kuehne+Nagel reasonably considers it necessary to do so. In the event of such a suspension, Kuehne+Nagel will, where reasonably practicable, use reasonable efforts to give notice of the suspension via seaexplorer beforehand. 

13.3. Termination of these seaexplorer User Terms will not affect the rights and remedies of the parties accrued prior to termination, nor affect any provision intended to continue after termination. 

14. Miscellaneous 

14.1. If a conflict arises between (a) these seaexplorer User Terms and the Privacy Policy referred to in clause 1.1, the Privacy Policy shall prevail to the extent of conflict; and (b) these seaexplorer User Terms and any other terms relevant for a given Digital Service, those other terms relevant for a given Digital Service shall prevail to the extent of conflict. 

14.2. Use of Credentials, seaexplorer, or the Content may be subject to certain legal or regulatory requirements in some jurisdictions. The User may only access or use the Credentials, seaexplorer, or Content to the extent such access or use is permitted in the jurisdiction where accessed or used. 

14.3. The User may not assign, part with or otherwise transfer any right or benefit under any provision in seaexplorer User Terms without Kuehne+Nagel’s prior written consent. 

14.4. Kuehne+Nagel will not be liable for any force majeure events including loss (including without limitation loss of profit), damage, delay or failure in performing any of its duties relating to seaexplorer 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, industrial action (whether involving its staff or not), war, terrorist action, equipment failure, interruption to power supplies or anything else beyond its reasonable control. 

14.5. The seaexplorer User Terms supersedes all previous agreements, communications, representations and discussions between the parties relating to seaexplorer. Save as expressly stated, no party will have a right of action against Kuehne+Nagel arising from any previous agreement, communication, representation and discussion in respect of seaexplorer (except in the case of fraudulent misrepresentation) and it is acknowledged by the User that it has not relied on any terms, warranties, representations or conditions other than those expressly stated in seaexplorer User Terms. No modification or waiver shall be binding on Kuehne+Nagel unless it is in writing and agreed by an authorized representative of Kuehne+Nagel. 

14.6. References in seaexplorer User Terms to “in writing” or “written” include communication by email or other electronic form. References in seaexplorer User Terms to the singular include the plural and vice versa. 

14.7. Each of the provisions of seaexplorer User Terms is severable from the others and if one or more of them becomes void, illegal or unenforceable, the remainder will not be affected in any way. 

14.8 The rights of Kuehne+Nagel under seaexplorer User Terms may be exercised as often as necessary and are cumulative and not exclusive of their rights under any applicable law. Any delay in the exercise or non-exercise of any such right is not a waiver of that right. 

14.9. Kuehne+Nagel may assist or co-operate with authorities in any jurisdiction in relation to any direction or request to disclose personal or other information regarding any User or the use of seaexplorer or the Content. 

14.10. Kuehne+Nagel’s affiliates, associates and agents (“Relevant Third Parties”) shall have the benefit of all provisions of seaexplorer User Terms. In entering into seaexplorer User Terms, Kuehne+Nagel does so (to the extent of such provisions) not only on its own behalf but also as agent and trustee for such persons. 

14.11. To the extent that clause 13.10 is not effective to give such benefit to any Relevant Third Party, it may enforce such provisions in its own name pursuant to the Contracts (Rights of Third Parties) Act 1999. The seaexplorer User Terms may be varied or rescinded, by agreement or in accordance with its terms, without the consent of any Relevant Third Party. 

14.12. Kuehne+Nagel may process, for the purpose of providing seaexplorer, any personal information it receives from the User in connection with the use of seaexplorer. Such processing may take place in countries outside the European Economic Area. The User warrant that processing of such information by Kuehne+Nagel in accordance with seaexplorer User Terms will not put Kuehne+Nagel in breach of any applicable law or of seaexplorer User Terms. 

15. Law and Jurisdiction 

The parties agree that seaexplorer User Terms shall be governed by and construed in accordance with German law and shall be subject to the exclusive jurisdiction of the courts in Hamburg.