Description of Service
Spark Commodities' Service is a web based platform or mobile application that grants access to a physical OTC trading platform and commodity related pricing tool. Different tools within the Service allow users to engage with different elements of the physical trading value chain including but not limited to the matching of buyers and sellers, the discovery and development of different prices and the ability to view historic transactions.
Read Only Users:
Read Only Users shall be granted access to view the Spark Services. This shall be the default setting for all new Spark Users. Read Only Users shall not be able to submit data or transact via the platform.
Registered Users shall be elected by the Customer and shall be included within the Specific Terms and Conditions. Registered Users shall be granted access to provide data inputs to Spark Commodities and, if applicable, to transact via the platform. To qualify as a Registered User, the User must state the name of the relevant person in the Specific Terms and Conditions form and must have the corresponding permission rights. Unless otherwise provided for in the Specific Terms and Conditions, the access provided to a Registered User shall be for an indefinite period as from the earliest of the signature of a Subscription Form within the Specific Terms and Conditions by the Customer or the making available to the Customer by Spark Commodities of the Services (hereinafter the “Starting Date”).
If either Party wishes to terminate this Contract, the Party must notify the other in writing. Upon receipt of this notice, Registered User access for the named Registered User will be revoked.
The Customer shall update Spark Commodities whenever a Registered User needs to be added or removed from the Service.
You are responsible for obtaining (whether from your Company or from any other persons or entities who may need or otherwise have the right to consent to or approve your access and use of the Service and any of the features, materials, opportunities, and services provided through the Service) all consents and approvals that may be required with regard to your access and use of the Service or with regard to your disclosure of any information that you provide to us in connection with the Service, regardless of whether such consents and approvals are required by law or otherwise. You agree not to use or access features or portions of the Service nor submit nor provide to us any information or materials, for which you do not have all required consents and authorizations.
You, the Customer, must comply with all legal and contractual requirements relating to the Service.
Intellectual Proprietary Rights
We collect the submissions, trade details, trading data and other information you provide when you use our Service, including when you register, create or share information and message or communicate with others via our Platform. The information that is submitted, located or hosted on, or linked to, our Service (the Materials) are protected by copyright, trademark and other forms of proprietary rights. Such Materials include, but are not limited to, any price information, trade details, data validations, trade data and reviews.
The Materials that are provided to Spark will be stored securely. Materials submitted by the User can be requested at any time for review. Only data submitted by the user will be provided and any additional third party data provided via an agreement outlined in the Specific Terms and Conditions shall be anonymous.
You agree to indemnify and hold us (including any of its directors, officers, employees, consultants, or shareholders) harmless from any claim made by any third party arising out of your Content you provide.
It is strictly forbidden to create an index based on the data displayed on the Spark Commodities website, or to use any Spark Commodities index as a benchmark as defined under the Benchmark Regulation 2016/1011.
Through the use of the Service, Spark shall provide photographs, graphics, illustrations, designs, trademarks, trade names, service marks, product names, logos, insignias or other devices, software programmes, downloadable files, software applications, interactive features, tools, services or other information or content made available on or through our Service. The presentation and layout of the Content is also protected by copyrights, trademarks, service marks, international treaties and other proprietary rights and laws.
You must not use or replicate our Content, other than as permitted by laws relating to fair use, without our prior written consent, which consent we may withhold in our absolute discretion.
Except with our prior written permission, you may not copy, store (either in hardcopy or in an electronic retrieval system), adapt, alter, translate, transmit, disseminate, distribute, perform, broadcast, publish, reproduce, publicly display, hyperlink, sell, license, rent, lease or otherwise transfer any of the Materials, or otherwise transfer any of the Materials to any other person (whether for direct commercial purposes or monetary gain or otherwise) or otherwise use in whole or in part in any manner.
Except with our prior written permission, you may not create a derivative work from the Materials, nor decompile, reverse-engineer or disassemble the Materials.
Registration and Provision of our Materials
In order to access the Service, you must successfully register an "Account" with Spark Commodities. In registering for the Service, you agree to (i) provide true, accurate, current and complete information about yourself as prompted by the Service's registration form (the "Registration Data"); and (ii) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. You are responsible for all activities that occur under your Account. You may not share your Account or password with anyone, and you agree to (a) notify Spark Commodities immediately of any unauthorized use of your password or any other breach of security; and (b) exit from your Account at the end of each session. If you provide any information that is untrue, inaccurate, not current or incomplete, or Spark Commodities has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, Spark Commodities has the right to suspend or terminate your Account and refuse any and all current or future use of the Service (or any portion thereof). Spark Commodities reserves the right to remove or reclaim any usernames at any time and for any reason, including but not limited to, claims by a third party that a username violates the third party's rights.
As part of the member registration process (or in any other interaction with the Service or Service) you may provide or share content, information or other data with us (Your Materials). Your Materials must not:
- Infringe the intellectual property or other rights of another person;
- Be defamatory, offensive, abusive, pornographic, profane or otherwise unlawful, including material that racially or religiously vilifies, incites violence or hatred, or is likely to insult or humiliate others based on race, religion, ethnicity, gender, age, sexual orientation or any physical or mental disability;
- Relates to unlawful conduct;
- Create a privacy or security risk to any person, including by soliciting personal information from any person;
- Be false, misleading or deceptive;
- Contain financial, legal, medical or other professional advice;
- Harm, abuse, harass, stalk, threaten or otherwise offend;
- Tamper with, hinder the operation of, or make unauthorised modifications to the Service;
- Breach any applicable laws; or
- Otherwise result in civil or criminal liability for you, us or any third party.
By registering to use the Service or any Content provided through it you agree to pay any fees, if any, that are due in respect of any such services that you use or subscribe for until you de-register or Spark Commodities suspends or withdraws such Service.
We may offer free trials of the Service for a limited time period. The Trial Period length will be as offered at the time of registration, provided that such Trial Period won't exceed thirty (30) days from the Trial Service Activation Date, unless: (a) such Trial Period is for a longer term as specified by Spark Commodities; or (b) is extended by mutual Agreement of the parties. You acknowledge and agree that, at the end of the Trial Period, your access to the Trial Services will AUTOMATICALLY terminate, with or without notice, unless You elect to enter into an Agreement with Spark Commodities and license the Service on a paid subscription basis. You must contact Spark Commodities at least two (2) business days prior to the end of the Trial Period if You wish to continue using the Service beyond the Trial Period. In the event You wish to enter into a full production, subscription license for the use of the Service, You will be required to execute a separate agreement, detailing the Service, duration and pricing applicable to the use of the Service. Spark Commodities reserves the right, at its option, to restrict the features and functionality made available to you during the Trial Period.
The Parties shall not be liable in case of impossibility to perform the Contract as a result of an event of Force Majeure as defined under Singaporean law. Moreover, shall be treated as a case of Force Majeure any act of terrorism, war, foreign or civil, earthquake, aircraft or airplane crash, fire, flood, storm or any state of natural disaster, strike outside of the Party invoking the case of Force Majeure, breakdown, suspension or alteration of a means of electronic communication used in the context of the Services of restrictions of energy, governmental restrictions, legal or regulatory and more generally any acts or events outside of a party's control preventing the normal performance of the Contract.
In the event of prolongation of a case of Force Majeure for more than 30 (thirty) consecutive days, each Party shall be able to terminate the Contract by notification to the other Party by registered letter with return receipt requested.
Additional Terms related to the Mobile Applications
You acknowledge and agree that the availability of the Mobile Application and the Service is dependent on the third party from whom you received the Mobile Application license, e.g., the Apple App Store or Google Play (collectively, the "App Store"). You acknowledge that the Terms are between you and Spark Commodities and not with the App Store. Spark Commodities, not the App Store, is solely responsible for the Service, including the Mobile Application, the content thereof, maintenance, support services, and warranty therefore, and addressing any claims relating thereto (e.g., product liability, legal compliance or intellectual property infringement). In order to use the Mobile Application, you must have access to a wireless network, and you agree to pay all fees associated with such access. You also agree to pay all fees (if any) charged by the App Store in connection with the Service, including the Mobile Application. You agree to comply with, and your license to use the Mobile Application is conditioned upon your compliance with, all applicable third-party terms of agreement (e.g., the App Store's terms and policies) when using the Service, including the Mobile Application. You acknowledge that the App Store (and its subsidiaries) are third-party beneficiaries of the Terms and will have the right to enforce them.
No unlawful or prohibited use of our Service
Limited linking and framing of our Service
Unless otherwise stated, you may not link (including, but not limited to, hyperlink, in-line link or deep-link) (hereinafter collectively referred to as Link), mirror or frame our Service or any part thereof to any other web page, website, server or otherwise. Except with our prior written permission no trademark, trade name, service mark, product name or logo may be used as a Link or to mark any Link to our Service or any part thereof or any other web page or website.
We have no responsibility for the content available on any website which Links, mirrors or frames our Service or any part thereof. In no circumstances will we be considered to be associated or affiliated in whatever manner with any trademarks, trade names, service marks, logos, insignia or other devices used or appearing on websites that Links, mirrors or frames our Service or any part thereof.
Links to Other Websites
Any Links provided on our Site are provided for your convenience only. Should you leave our Service via such a Link, the content that you view in such linked web page or website owned or operated by third parties is not provided or controlled by Spark Commodities. We have not developed or reviewed, and are not responsible for the consequences of your accessing the linked web page or website, and/or the content at those web pages or websites. We make no guarantee, representation or warranty as to, and have no liability for, any content at those websites, including, but not limited to, guarantees, representations and warranties regarding truth, adequacy, originality, accuracy, timeliness, completeness, reasonableness, non-infringement, suitability, satisfactory quality, merchantability or fitness for any particular purpose or any representations or warranties arising from usage, custom or trade or by operation of law.
Any such Link to other linked web pages or websites on our Site does not constitute (a) an endorsement, authorisation, verification or representation that we are affiliated with the operators or owners of those linked websites; or (b) an endorsement, authorisation, verification, or representation of or as to the contents of such linked websites.
You agree that your access to and/or use of such linked web pages or websites is entirely at your own risk and subject to the terms and conditions of access and/or use contained therein (including without limitation their privacy and data processing policies and practices).
Third Party Advertising
We may allow third party advertisers to place or deliver advertisements on our Service or any part thereof. Such advertisements will be clearly identified as originating from third parties. These third party advertisers may collect, monitor and use information about your visit(s) to our Service and other websites in order to provide advertisements on our Service and other sites about goods and services that may be of interest to you (see below).
In order to perform the Contract, each Party may communicate to the other Party proprietary confidential information (Confidential Information). The term Confidential Information shall include all business, technical, covered or not by any trade secret regulation, and other information, written or oral, or in any other form, tangible or intangible, including, but not limited to, information which relates to business plans, customers, marketing, sales, financial information and business strategies, data, knowledge, know-how, patents, product plans, product developments, markets, software (including source and object code) or individual activity on the market. Confidential Information shall not include information which is public knowledge at the time of its disclosure, or which has been obtained through third-party sources or which becomes public knowledge subsequent to such disclosure, other than by breach of any obligation of confidentiality of one of the Parties.
Each Party undertakes and agrees that it, including its employees, officers will hold all Confidential Information in confidence against any third party and will not disclose, copy or reproduce in whole or in part, whether in written, oral, electronic or any other form, Confidential Information to a third party without the prior written consent of the other Party. Each Party undertakes and agrees to respect the general principle of privileged communications, pursuant to applicable laws and regulations. In particular, each Party agrees to respect trade secrets and to refrain from divulging to third parties, either free of charge or for consideration and in any form whatsoever, the information that it receives from the other Party or that it obtains through performance of the Contract concerning but not limited to the Party's business, commercial policy, industrial strategy, management or organisational plans, computer applications and any medium bearing the word "confidential" and, in general, any information or document of a financial, economic, technical, IT-related, commercial or social nature, without the prior written authorisation of the other Party, designating the beneficiaries of such information and the tenor thereof. Furthermore, both Parties undertake not to divulge to third parties the concepts, ideas, know-how and techniques revealed by either Party in the performance of the Contract.
The Customer authorizes Spark to use the Materials as defined in Clause 5 of these terms for statistical and reporting purposes.
Each Party is entitled to communicate:
- to the service providers or subcontractors of its choosing: the information received from the other party that is strictly necessary to the provisions of their services, subject to the provisions of the “Service providers and subcontractors” article;
- to the competent authorities: the information that such authorities may request under applicable laws or regulations.
The Materials are provided to you on an “as is” and “as available” basis without warranties of any kind. Your use of the Materials is at your own risk. We hereby disclaim all liability and responsibility to update the Materials. We do not make any representations, and hereby disclaims all warranties, express or implied, statutory or otherwise to the extent permitted by law, in respect of our Service or the Materials, including, but not limited to, guarantees, representations and warranties regarding truth, adequacy, originality, accuracy, timeliness, completeness, reasonableness, non-infringement, suitability, satisfactory quality, merchantability or fitness for any particular purpose, or any representations or warranties arising from usage, custom or trade or by operation of law.
Due to the potential for inherent defects of electronic distribution, there may be errors, delays, omissions, interruptions, breach of security, corruption, unavailability of access in connection with or inaccuracies in the Materials or our Service (Defects). We do not guarantee, represent or warrant that access and use of our Service will be uninterrupted. We assume no responsibility for the consequences of any such Defects even if either of us had been advised as to the possibility.
We do not guarantee, represent or warrant that our Service is free of malicious software, including, but not limited to, viruses, computer worms, Trojan horses, spyware or other harmful components (Malicious Software) . We accept no liability for any loss, damage, claim liability, expense or costs that may result from any transmission of such Malicious Software via our Service (including, but not limited to, files downloaded from our Service).
Each Party is liable for direct damages incurred by the other Party where the damages originate from the non-performance of an obligation incumbent on the party under the present Contract, to the exclusion of indirect damage, such as commercial damage, loss of business, commercial disruption of any kind, loss of earnings attributable inter alia to the absence of order communication or processing, it being understood that any legal proceedings taken against the Customer by a third party constitute indirect damage, which does not therefore confer a right to compensation.
The Customer will guarantee Spark against any action or complaint resulting from the Contract and shall hold it harmless for any judgement against it, regardless of the basis and nature of such action or complaint of such third party.
Neither Party shall seek to render the other liable for compensation for the harmful consequences of:
- malfunctions of a service used by the other Party, attributable to circumstances beyond its control and arising in particular from the unavailability, failure or interruption of telecommunications networks or from constraints or limits imposed by telecommunications operators or other service providers; or
- impossibility or difficulty for the Customer to access Spark screens or Trading Platforms owing to access hardware or equipment for which the Customer or a third party is responsible; or
- anything done or omitted to be done in relation to the Materials; or
- the use of the Materials;
Whatever the circumstances, should Spark incur liability, the parties expressly agree that the total compensation shall not exceed fifty thousand Singapore Dollars (50,000 SGD) annually.
The introduction of a claim, of any nature whatsoever, by the Customer, shall not authorize the Customer to withhold the payment of any amount resulting from the Contract and which has become payable. The Customer’s liability shall only be incurred as a result of definitive judicial decision resulting directly or indirectly from the fraudulent use of a Service or a breach of any provision whatsoever of the Contract by the Customer or the Users and shall not be held liable for any indirect damages likely to result from such use or breach, including the loss of profits, image, clientele, activity, reputation or expected gain, the time spent by employees or service providers or loss of opportunity.
Undertakings of the Customer
The Customer declares and guarantees to fully understand the characteristics and constraints of the Internet, the response time to consult, question or transfer information. The Customer declares that it is informed of the security measures set up by Spark Commodities, but acknowledges that as a result of the characteristics of the Internet, the security for Spark Commodities is considered as a best efforts obligation. The Customer undertakes, for itself and the Users, not to pursue illegal objectives, download, transmit or circulate viruses, or content that is illegal, malicious, deceptive, indecent, infringing upon third parties or their rights, or encouraging the pursuit of illegal activities, to interfere with a Service, the servers or the networks connected to the Service or disrupt them. The Customer bears the responsibility to ensure that it has the equipment, software and means allowing for the use of the Service.
Spark Commodities shall use its reasonable efforts to resolve via email: email@example.com / additional methods as chosen by Spark Commodities (herein and together, the “Assistance Channels”) related to the Services, the difficulties encountered by the Users acting under the authority and responsibility of the Customer. The Assistance Channels shall be received on working days from Monday to Friday from 9 am to 6 pm Singapore time.
Unless otherwise provided for, any notices and communications having to be given to the other party by registered letter with return receipt requested in application of the Contract shall be sent to the person at the address indicated in the applicable section of the Subscription Form. Either Party shall modify its contact details by notification to the other Party in the application of this Article. Notices can be issued to the relevant email address provided and will be deemed to have been sent when the relevant confirmation is provided.
All invoices are payable within 10 (ten) days following their issue date. Without prejudice to other actions available to Spark Commodities, failure to pay an invoice on its due date will automatically entail, in addition to its immediate liability for payment, the invoice of interest for late payment calculated on the basis of a rate equal to 3 (three) times the legal interest applied to amounts remaining payable as from the due date. Insofar as Spark Commodities shall be led to confer the recovery of its debt upon a third party, the Customer shall be liable for, in addition to the above-mentioned late penalties, the reimbursement of the fees and expenses incurred for the recovery. In case of delay in payment of an invoice related to the Services or Supplementary Services, Spark Commodities reserves the right to suspend access to the Services or to the Supplementary Services considered.
In case of breach by the Customer of any of its obligations which it has not remedied within a period of 15 (fifteen) days from receipt of a formal notice sent by registered letter with return receipt requested by Spark, this latter shall thereby terminate automatically all or part of the Services concerned by the breach, without prejudice to any other action available to Spark. In case of termination of the last or only Service provided to the Customer, the Contract shall be considered terminated at the same time as this Service. Moreover, the termination of a Service to which a Supplementary Service is associated, automatically and without formalities overrides the termination of the relevant Supplementary Service. The termination of a Service or the Contract shall occur in case of non-payment of an amount due pursuant to the Contract, unpaid 30 (thirty) days after formal notice by registered letter with return receipt requested, for this purpose, without prejudice to damages and interest which Spark could claim.
Not Investment Recommendation or Advice
The Materials are not intended for distribution to or for use by or to be acted on by any person or entity located in any jurisdiction where such distribution, use or action would be contrary to applicable laws or regulations or would subject us to any registration or licensing requirement.
Our Service provides only general information on certain commodities. Spark Commodities does not provide, and the provision of such information must not be construed as Spark Commodities providing, financial advice or recommendation for any investment product. The Materials are subject to change without notice.
The availability of any Materials on, or the grant of access or use of, our Service should not be taken in any way as an inducement to trade or a solicitation for orders or entry into any legal relations, nor taken as intended in any way to prompt any action or decision on your part whether to undertake or consider undertaking any investment decision or otherwise.
The Materials are prepared for general circulation and none was prepared with regard to the specific objectives, financial situation or particular needs of any particular person (including you) who may receive or have access to the same. Any recommendation or advice that may be expressed in or inferred from the Materials available through our Service therefore does not, should not be taken as taking into account, and may not be suitable for your objectives, financial situation and particular needs, and bearing in mind the possibility of market volatility and changes, may not comprise current information, content, recommendation or advice.
The Materials available through our Service should therefore not be relied upon in relation to any investment decision, trading activity or order placed by you and you shall, at all times, rely on your own independent assessment and judgment in respect of any investment decision or proposed transaction and seek independent advice as necessary from your own financial, legal, tax or other professional advisers, including but not limited to, advice from a financial adviser as to the suitability of the investment products (as may be referred to in the materials available through our Service), taking into account your specific investment objectives, financial situation or particular needs, before making any commitment to acquire, trade or deal in any such investment products.
Trading of physical cargoes of LNG can involve significant financial risks, including the possibility of losses on a transaction. Past performance is not indicative of their future performance. Examples, where provided, are provided for illustrative purposes only.
Infringing or Objectionable Content
If you believe the Service contains elements that are objectionable, or infringe copyright or any other rights, please contact us (see details below), and provide particulars of such content and a detailed description of why it is objectionable or infringing.
Spark Commodities is allowed for the following uses to:
- Display the logo and name of the Customer on its website
- Display a quote from the Users on a testimonial page
- Display the logo and name of the Customer on the product’s factsheet
Our Contact Details
Provision to Change
Each Party may assign this Contract only with the written consent of the other Party. Such consent cannot be unreasonably withheld.
Each Party may, however, without consent at any time transfer or assign this Contract to an affiliated company. In such a case, it shall nevertheless inform the other Party of such assignment.
Your use of the Service is conducted electronically and you agree that we may communicate with you electronically for all aspects of your use of the Service, including sending you electronic notices.
This Contract replaces any agreements, arrangements, incentives and conditions, prior and concurrent, explicit or implicit, verbal or written, of any nature whatsoever having regard to its purpose.
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