Terms of Service

In accessing and using any Fresh4cast product or service, you are agreeing to the following terms and conditions (the "Agreement"). Additional contractual terms may apply to some services so it is important that you are familiar with all of the terms applicable to your use of our service.

Fresh4cast Limited is registered in England and Wales with company number 08729567 and its registered office at 5 New Street Square, London, EC4A 3TW, ("We", "Us", "Our" or "Fresh4cast"). Fresh4cast's VAT number is GB174570592.

This Agreement constitutes an agreement between you, your company (including all subscribed users of your Fresh4cast account) and Fresh4cast governing your use of the Service. This Agreement supersedes any prior agreements between you and Fresh4cast.

Your use of the Service is governed by Our Terms of Use. By accepting these Terms of Service you are also, by reference herein, accepting Our Terms of Use. If you do not agree with our Terms of Use or these Terms of Service you should not proceed to subscribe for the Services and cease to use our Websites.

Violation of any of the terms below may result in the suspension or termination of your right to use the Service. Whilst Fresh4cast prohibits unauthorised conduct and content on the Service as indicated below, you may be exposed to such materials and you agree to use the Service at your own risk and Fresh4cast shall not be liable in such event.

1. Definitions

"Confidential Information" has the meaning set out in clause 9.2;

"Data" has the meaning set out in clause 7.1;

"Effective Date" has the meaning set out in clause 11.1;

"Initial Period" has the meaning set out in clause 11.1;

"Intellectual Property Rights" means patents, patentable rights, copyright, design rights, utility models, trade marks (whether or not any of the above are registered), trade names, rights in domain names, rights in inventions, rights in data, database rights, rights in know-how and confidential information, and all other intellectual and industrial property and similar or analogous rights existing under the laws of any country and all pending applications for and rights to apply for or register the same (present, future and contingent), and including all renewals, extensions, revivals and all accrued rights of action);

"Insolvency Event" means in relation to a corporate entity, any of the following events:

(a)a petition is presented applying for an administration order to be made in respect of the other party or a petition is presented or notice is given or an order is made or an effective resolution is passed for the liquidation or winding up (or any similar judicial process) of the other party;
(b)the other party seeks or enters into any composition or arrangement for the benefit of its creditors or convenes a meeting for the purpose of making such arrangement or composition or suffers or permits any distraint or distress proceedings or an encumbrancer takes possession or an administrative receiver or a receiver or manager is appointed of all or any part of its assets or undertaking or if it takes or suffers any similar action in consequence of debt or a judgment is entered and is not paid out within seven days; or
(c)the other party ceases or threatens to cease to carry on its business or substantially the whole of its business or disposes of its undertaking or stops payment or threatens to stop payment of its debts as and when they fall due or is deemed to be unable to pay its debts as they fall due within the meaning of section 123 Insolvency Act 1986;

"Renewal Period" has the meaning set out in clause 11.1;

"Service" means all products or services provided by Us to you online via our Website a detailed description of which can be found here: fresh4cast.com/about.html

"Software" means all human readable, machine operable and all other forms of the software which comprise the Services and incorporating all forms of any modifications made to it by Fresh4cast from time to time, including mobile apps;

"Term" means the duration for which you subscribe to the Service comprising of the Initial Period and the Renewal Period;

"Website" means fresh4cast.com, or such other website on which we may make the Service available;

"User" means the individuals who are authorised by you to access and use the Service; and

"you" means you, the person using our products, Service or visiting our Website.

2. Description of Service

2.1The Service shall be provided to you as set out on the Website. Any new features which are subsequently added to the Service during the Term shall also be, unless agreed otherwise in writing, subject to this Agreement.
2.2Fresh4cast cannot guarantee that the Service will be continuously available as the Service may be unavailable from time to time due to either (a) scheduled downtime for Service upgrades and/or maintenance; and/or (b) any circumstances which are beyond Our control such as technical failures.

3. Terms of Use

3.1In order to subscribe to our Service, each account must be connected to an individual person. In the circumstance where you are an organisation, each account must be assigned to an individual employee at that organisation. We cannot accept any subscriptions where accounts are registered or run through automated methods.
3.2You must provide your full legal name, a valid email address and any other information requested by Fresh4cast in order to complete the signup process and license.
3.3You are responsible for maintaining the security of your account login information (username & password). Fresh4cast cannot and will not be liable for any loss or damage from failure to comply with this security obligation. You must notify Us immediately in the event of loss of your username and password.
3.4Fresh4cast hereby grants you a limited, non-transferrable, non-exclusive licence to use and access the Service solely for your internal business purposes provided that you shall not:
- (a)licence, sub-licence, sell, resell, rent, lease, transfer, assign, distribute or otherwise exploit the terms of this licence or make the Service available for access or use by any person(s) other than the Users, save as for is expressly permitted by this Agreement or authorised by Fresh4cast;
- (b)use the Service to process any data unlawfully or for any third party;
- (c)allow any unauthorised access to, or use of, the Service. You must notify us immediately in the event that you become aware of any such unauthorised access to, or use of, the Service;
- (d)modify, adapt, decipher, decompile, reverse engineer or otherwise attempt to determine the source code of the Software which makes up the Service except as otherwise expressly permitted by law;
- (e)use the Service in an unlawful manner including, but not limited to, the infringement of any third party intellectual property rights or use of the Service in breach of any third party's privacy rights;
- (f)use the Service in a manner that interferes or disrupts with the provision of the Service by Fresh4cast to third parties;
- (g)use the Service to upload, store or transmit any malicious code or other similar harmful software such as viruses, malware or trojan horses; or
- (h)use the Service to make any transmission, display or publication of any material which is of a defamatory, offensive, abusive or menacing character to any other person.
3.5You are responsible for ensuring that the Users comply with the terms of this Agreement and that Users do not access or use the Service in breach of this Agreement.
3.6Fresh4cast is authorised by you to obtain data from third-party providers on your behalf, whenever that data is required for your reports. For example, in order to track your containers in transit, you authorise us to request the data from the shipping lines on your behalf. Any data obtained on your behalf is only used in reports presented to you.
3.7You may not transfer your access and right to use the Service to any third party.
3.8You may not transfer your access and right to use the Service to any third party.
3.9You may not use your account for any illegal or unauthorised purpose. You must not, during your use of this Service, violate any laws in your jurisdiction (including, but not limited to copyright laws).
3.10You agree to indemnify Fresh4cast against all and any losses, costs and expenses Fresh4cast may incur as a result of any breach by you of this clause 3.

4. Account Billing, Invoicing and Refunds

4.1We shall take payment from you through our secure payment solutions provider at the point at which you sign up to receive the Services. We may offer some services to you as a free trial. We reserve the right to end the free trial at any time.
4.2If you choose to terminate the Service before the end of the Term, you may do so by giving us notice as set out in clause 11 and we will return to you that proportion of the fees for the Services which you have not yet incurred for the remaining Term less the bank charges which may be payable for such return.
4.3We reserve the right to suspend or terminate access to the Service upon seven (7) days written notice to you in the event of late or non-payment of any fees due.
4.4If you choose to add any additional Services during the Term, payment terms for any additional Services shall be agreed with Fresh4cast and will be payable in advance.

5. Cancellation and Right to Monitor

5.1Cancelled accounts will have their Data archived in a secure backup facility for up to 2 months after cancellation, upon the expiry of which it will be automatically deleted. During such 2 month period you can elect to have this Data extracted and supplied to you or alternatively / immediately deleted.
5.2Fresh4cast recognises and confirms that the information from you contained in and processed by the Service is confidential. Fresh4cast reserves the right to utilise such access in order to support, manage and protect the integrity of the Service (including but not limited to preventing illegal activity, uploading of virus infected files or questionable material and for general customer support).

6. Modifications to the Service and Prices

6.1We reserve the right to increase prices at any time. Notice will be given of at least 30 days in advance of any price changes. In the event that you do not agree to any price increases of which you are notified, you may terminate this Agreement within the aforementioned 30 day notice period on written notice to Us.
6.2In order to fulfil our obligations in managing and upgrading the Service, we may at any time amend the Service and any documentation relating thereto for any reason including, but not limited to: legal, technical, or business considerations.
6.3You must not modify, adapt or hack the Service or modify another website so as to falsely imply that it is associated with the Service, Fresh4cast or any Fresh4cast product.

7. Data

7.1You retain the ownership of any Data uploaded by you to the Service. You grant us the right to use your Data solely for the purpose of providing you the Services.
7.2Your Data will not be released to or accessible by any third party. It will only be accessible to the users you authorise on your company account, and by the Fresh4cast technical team for the purpose of customer support.
7.3In the case of Data Amalgamation Services:
- (a)Data from participating customers is aggregated and the totals are used to provide specific reports.
- (b)Explicit approval is required in writing from each customer participating in a data amalgamation service. Unless you have given us permission for a specific project, your data is not amalgamated.
- (c)Participant customers grant Fresh4cast the right to amalgamate specific Data with data provided to us by other users of the website to provide the Amalgamation Services.
- (d)The Data used in connection with Amalgamation Services will be used on an anonymised and aggregated format so that it will not be possible to identify you or any particular User from any reports or other deliverables which are provided to Users as part of the Services.
- (e)Uploading incorrect data that can distort other users' view of the market may result in the account being suspended or terminated. In this case, any fees paid in advance are not refunded. You give us the right to verify the information you provide by allowing us up to 3 checks per 12-month term. These checks can be physical stock counts, or visual checks of the data in your internal information system, with the help of a designated employee on your side.
- (f)By signing up to the Services you will be required to provide or provide access to certain data on a regular basis ("Data"). You acknowledge and agree that you will provide this Data on the frequency agreed (for example, every Friday by 10pm UTC) and that if you fail to provide the Data we may suspend or cease to provide any Services.
7.4Uploading any restricted content as listed below may result in immediate account termination. You must not upload, post, host or transmit the following items to or from the Service including but not limited to:
- (a)Unsolicited email, SMS's, or "Spam" messages;
- (b)Worms, viruses or code of a destructive nature; or
- (c)any material which is unlawful, threatening, abusive, libellous, pornographic, obscene, vulgar, indecent, offensive or which infringes the intellectual property rights or other rights of any third party.

8. Data Loss & Backups

8.1Fresh4cast will not accept under any circumstances the liability for any loss of data whether that be through general use, hacking or server failure.
8.2Fresh4cast will operate periodic backups of the subscription account data and the servers themselves.

9. Confidentiality

9.1Fresh4cast will at all times be committed to ensuring the confidentiality of information. Any information submitted by you will only be used by Fresh4cast in accordance with your instructions or in accordance with the terms of this agreement.
9.2Each party agrees and undertakes that during the term of this Agreement and thereafter it will keep confidential, and will not use for its own purposes, any information of a confidential nature (including without limitation trade secrets and information of commercial value) which may become known to that party from the other party ("Confidential Information") nor without the prior written consent of the other party disclose to any third party any Confidential Information unless the Confidential Information:
- (a)is in the public domain at the Effective Date of this Agreement;
- (b)is already known to that party at the time of disclosure;
- (c)becomes public knowledge other than by breach of this Agreement; or
- (d)subsequently comes lawfully into the possession of that party from a third party who is under no obligation of confidentiality.
9.3To the extent necessary to implement the provisions of this Agreement each party may disclose the Confidential Information to those of its employees and sub-contractors as may be reasonably necessary to perform its obligations under this Agreement, provided that before any such disclosure each party shall make those employees and sub-contractor aware of its obligations of confidentiality under this Agreement and shall at all times procure compliance by those employees and sub-contractors with this clause 9.

10. Warranty

10.1Fresh4cast warrants that the Service will operate and function as described on the Website and will be provided with all due care, skill and diligence.
10.2Except as expressly set out in this Agreement and subject only to clause 12.1, no implied conditions, warranties or other terms, including any implied term relating to satisfactory quality or fitness for any purpose, will apply to the Service or to anything else supplied or provided by Fresh4cast under this Agreement.

11. Term and Termination

11.1This Agreement shall commence on the date upon which you first access the Service (the "Effective Date") and shall continue in full force and effect for a period of twelve (12) months (the "Initial Period") following which this Agreement shall automatically renew for successive periods of twelve (12) months ("Renewal Period") unless terminated in accordance with the provisions of this clause 11.
11.2You may terminate this Agreement without cause with thirty (30) days' prior written notice to Fresh4cast.
11.3We may terminate this Agreement:
- (a)without cause with thirty (30) days' or more prior written notice to you or
- (b)in the case of Data Amalgamation Services, if you cease to provide Data as required for the provision of the Services or if we have reasons to believe the Data you provide is misleading.
11.4Without prejudice to any other rights to which it may be entitled:
- (a)either party may terminate this Agreement with immediate effect if the other party commits any material breach of any of the terms herein and (if such a breach is remediable) fails to remedy that breach within thirty (30) days of that party being notified under this sub-clause 11.4(a) of the breach, such notice to refer to the notifying party's intent to terminate this Agreement unless the breach is remedied; or
- (b)either party may terminate this Agreement with immediate effect if the other suffers an Insolvency Event; or
- (c)in the case of a force majeure event as specified under the "Force Majeure" section below, either party may terminate this Agreement with immediate effect pursuant to that Clause.
11.5Fresh4cast may, as an alternative to sub-clause 11.4 above, cancel your access to the Service with immediate effect if you are in material breach of any obligation in this Agreement.

12. Liability

12.1Fresh4cast's liability for:
- (a)for death or personal injury caused by its negligence;
- (b)fraud or fraudulent misrepresentation or any other fraudulent act or omission; or
- (c)breach of any obligations implied by section 2 of the Supply of Goods and Service Act 1982;
- (d)any other liability which may not lawfully be excluded or limited;

is not excluded or limited by this Agreement, even if any other term of this Agreement would otherwise suggest that this might be the case.

12.2Fresh4cast shall not be liable for any direct, indirect, incidental, special, consequential or exemplary damages including but not limited to damages for loss of profits, goodwill, use, data or other intangible losses (even if Fresh4cast has been advised of the possibility of such damages), whether such liability arises due to an indemnity, tort, negligence, breach of contract, misrepresentation or for any other reason.
12.3Subject to Clauses 12.1 and 12.2, Fresh4cast's total aggregate liability for any liability which arises under or in relation to this Agreement (and whether the liability arises because of breach of contract, negligence or for any other reason) shall be limited to the actual amount paid or payable by you to Us during the previous twelve (12) months of the Service. The foregoing limits on liability shall apply to each event or series of connected events.

13. Data Protection

13.1In this clause 13 and wherever else appearing in this Agreement, the terms "Personal Data", "Data Controller", "Data Processor" and "Processing", "Process" and "Processed" have the meanings given in the Data Protection Act 1998 (the "Act") as amended from time to time.
13.2To the extent that either you or Fresh4cast is acting as a Data Controller under this Agreement, either party shall comply with the Act.
13.3To the extent that Fresh4cast is a Data Processor in respect of any Personal Data Processed by it under this Agreement, Fresh4cast shall:
- (a)only Process Personal Data as is necessary to perform its obligations under this Agreement and ensure that such data shall be held and Processed only in accordance with the Act;
- (b)Process the Personal Data only for such purposes as are instructed by you and ensure that Our Processing does not put you in breach of the Act;
- (c)comply with any instructions you give Us in relation to the collection of Personal Data (where We do this on your behalf) in order to ensure compliance with the Privacy and Electronic Communications (EC Directive) Regulations 2003 in respect of your marketing intentions in respect of such Personal Data;
- (d)put in place and at all times maintain appropriate technical and organisational measures against unauthorised, accidental or unlawful access to the Personal Data (having regard to the state of technological development and the costs of implementing any such measures) as well as reasonable security programmes and procedures for the purpose of ensuring that only authorised Fresh4cast personnel have access to the Personal Data processing equipment to be used to Process the Personal Data, and that any persons whom it authorises to have access to the Personal Data shall respect and maintain all due confidentiality.

14. Intellectual Property Rights

The Intellectual Property Rights in the Service and any hardware or Software used in connection with the Service is and will at all times remain Fresh4cast's property or that of Fresh4cast's licensors.

15. Force Majeure

The obligations of each party under this Agreement shall be suspended during the period and to the extent that such party is prevented or hindered from complying with them by any cause beyond its reasonable control such as an Act of God, flood, fire, earthquake, terrorism, riots, civil disorders, strikes, lockouts or other forms of industrial action on the part of Our staff. In the event that the cause continues for more than thirty (30) consecutive days, either party may terminate this Agreement immediately upon written notice to the other party in accordance with Clause 11.4(c) under the "Termination" section above.

16. General

16.1Nothing in this Agreement is intended to confer on a person any right to enforce any term of this Agreement which that person would not have had but for the Contract (Rights of Third Parties) Act 1999.
16.2You are not entitled to transfer or assign this Agreement without Fresh4cast's prior written consent. Fresh4cast may assign, sub-contract or sub-let this Agreement or any part thereof.
16.3All disputes between the parties arising out of or relating to this Agreement or the breach, termination or validity thereof shall be referred by either party in writing, first to each party's representative. The representatives shall meet and attempt to resolve the dispute within a period of thirty (30) working days from the date of referral of the dispute to them.
16.4All notices in relation to this Agreement must be in English, in writing, addressed to the other party and sent to your address set out in your Fresh4cast account such other address as either party has notified the other in accordance with this clause. All notices shall be deemed to have been given on receipt as verified by written or automated receipt or electronic log (as applicable). All other notices must be in English, in writing, addressed to the other party's primary contract and sent to their then current portal address or email address.
16.5This Agreement sets out all terms agreed between the parties and supersedes and extinguishes all previous agreements, representations, misrepresentations, arrangements and understandings between the parties, whether written or oral, relating to its subject matter. Nothing in this Agreement shall limit the liability of either party for fraud or fraudulent misrepresentation.
16.6Each party acknowledges that, in entering into this Agreement it has not relied on, and shall have no right or remedy in respect of, any statement, misrepresentation, representation or warranty (whether made negligently or innocently) and whether made by either party, orally or in writing, prior to the execution of this Agreement and not expressly set out in this Agreement.

17. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of England and each party hereby irrevocably submits to the exclusive jurisdiction of the English Courts. Notwithstanding the foregoing nothing herein shall preclude either party from seeking injunctions from any court of competent jurisdiction in order to protect its intellectual property rights or confidential information.