Container Interest Register – Terms and Conditions
The Container Interest Register Terms and Conditions (the “Terms and Conditions”) apply to the registration and accessing of Transaction Data in the Container Interest Register. Register Subscribers registering or accessing information in the Container Interest Register also agree to the BoxTech Terms and Conditions.
The terms and expressions which first letter is a capital one (used either as singular or plural) have the meaning defined in this article:
“Account” means the account created by a Register Subscriber in order to register information in the Register;
The “BIC” means the Bureau International des Containers et du Transport Intermodal ; “Container” means all freight containers covered by ISO and non-ISO standards as well as container accessories and container-carrying chassis;
“Container Interest Register” or “Register” means the register created by the BIC containing all the Transaction Data;
“Global Container Database” or “BoxTech” means the database created by the BIC accessible on the BIC’s website : https://www.bic-boxtech.org
“Holding Company” means an entity whose purpose is the acquisition, subscription, holding (including full ownership of the capital of one or more companies), management and disposal, by any means and in any form whatsoever, of shares or any other securities or transferable securities in any companies or legal entities, created or to be created, whether French or foreign;
“Lease Interest” means any interest arising in favor of a Security Provider, Holding Company, Manager, Lessor or Lessee in respect of a Lease Agreement or Container subject to a Lease Agreement;
“Lessor” means an entity that has entered into a Lease Agreement in the capacity of owner, lessor or sub-lessor (or equivalent) of the relevant Containers;
“Lessee” means an entity that has entered into a Lease Agreement in the capacity of lessee or sublessee (or equivalent) of the relevant Containers;
“Lease Agreement”: means an agreement by which a Lessor grants a Lessee the right to use the Containers for a specified period in return for payments;
“Security Provider”: means an entity that grants a Security Interest in respect of one or more Containers to a Security Holder;
“Security Holder”: means the entity to which a Security Interest in respect of one or more Containers is granted by a Security Provider;
“Subsidiary” means any entity that is controlled by, or is under common control of another entity, where “control” means ownership, directly or indirectly, of 50% or more of the voting interest, or of the power to direct or cause the direction of management or policies (whether through ownership of voting securities, by agreement or otherwise) ;
“Owner” means the owner of one or more Containers, holding the legal title to such Containers or the Holding Company of the legal owner of one or more Containers;
“Ownership Interest” means legal ownership;
“Register Subscriber” means an entity that is authorized to register Transaction Data in the Register;
“BoxTech Subscriber” means an entity authorized to access the Global Container Database on the BoxTech website without being able to register any data in it. BoxTech Subscribers need to accept the BoxTech Terms and Conditions in order to access the Global Container Database;
“Security Interest” means a mortgage, pledge, lien, charge, assignment, hypothecation or security interest or any other agreement or arrangement having the effect of conferring security.;
“Transaction” means a registration, deregistration, amendment, or a modification concerning Ownership Interests, Security Interests and Lease Interests in relation to the Containers;
“Transaction Data” means any information related to a Transaction that is registered in the Register;
2. Scope of the Terms and Conditions
These Terms and Conditions constitute a valid and binding agreement between the BIC and Register Subscribers.
The Register Subscriber is required to accept the Terms and Conditions by checking a box when creating its Account.
The Register Subscriber is also required to accept the BoxTech Terms and Conditions by checking a box when creating its Account (such terms and conditions are available at the following link: https://www.bic-boxtech.org/terms-conditions/).
The BIC reserves the possibility to modify the Terms and Conditions at any time.
The amended Terms and Conditions shall become applicable to the Register Subscriber upon their acceptance. If the Register Subscriber fails to accept the amended Terms and Conditions within fortyfive (45) days of notification, the Register Subscriber shall be deemed to have accepted the amended Terms and Conditions.
If the Register Subscriber does not wish the amended Terms and Conditions to apply to him/her, he/she may terminate them at any time and decide to no longer access the Register by requesting the deletion of its Account.
In case of discrepancy between the provisions of the Terms and Conditions and the terms of the BoxTech Terms and Conditions, the provisions of the Terms and Conditions shall prevail.
3. Conditions of registration in the Container Interest Register
Registration of Transactions in the Register is only possible for Register Subscribers and in respect to Containers that the Register Subscriber has registered in BoxTech.
The Register Subscriber, by agreeing to these Terms and Conditions, confirms that:
(i) the Register Subscriber has accepted the Terms and Conditions and the BoxTech Terms and Conditions;
(ii) the Register Subscriber is a legally recognized entity by the law under which it is established;
(iii) the Register Subscriber has the capacity to register the Transaction i.e., it is either an Owner holding legal title to the Containers or the Holding Company of such entity, or a Security Provider, Security Holder, Manager, Lessor or Lessee;
(iv) the Register Subscriber has not been suspended, banned or removed from registering information in the Register at any time for violation of the Terms and Conditions or any other reason.
The Register Subscriber represents that, on the date of the acceptance of the Terms and Conditions, it holds from the competent national authorities all authorizations necessary to register as a Register Subscriber as stated in Article 3 of these Terms and Conditions.
The BIC reserves the right to refuse, suspend or terminate the registration of any Register Subscriber Account that does not meet these above-mentioned eligibility criteria at its sole discretion.
4. Creation of an Account
The Register Subscribers agree and acknowledge that the following information is required in order to create an Account:
(i) email address;
(iii) first name of the representative of the Register Subscriber;
(iv) last name of the representative of the Register Subscriber;
(v) phone number;
(vi) full company name of the Register Subscriber;
(vii) full company address of the Register Subscriber;
(viii) licensed activity of the Register Subscriber.
The information requested in the sign-up form may be subject to change at any time at the BIC’s discretion.
The natural persons that fill out the form to create an Account warrants that they have legal capacity and authority from the Register Subscriber to create an Account, if applicable, on behalf of the company they represent and that they have been duly authorized to do so.
The Register Subscriber acknowledges that it will only be granted user ID and password to access the Container Interest Register after the completion of the sign-up form.
The Register Subscriber will be responsible for changing such passwords immediately upon first use of the Website and is entirely responsible for maintaining the confidentiality of such passwords and of its Account.
The Register Subscriber is responsible for the use of user ID and passwords by its employees and advisors duly authorized to use the Account and shall ensure that they are not shared with non authorized users.
The BIC is not responsible for any unauthorized access and/or use by any third party who independently gains access to the Register Subscriber’s Account.
The Register Subscriber will notify the BIC promptly of any unauthorized use or of any other breach of security occurring or of any vulnerabilities so that the BIC may take or recommend appropriate remedial measures.
5. Registration of Transactions in the Register
The Register Subscriber has the ability to upload information relating to Ownership interests, Lease Interests and Security Interests, depending on its status and licensed activity.
In that case, the registration will be affected by the completion of registration forms that will be in a prescribed form provided by the BIC.
The registration forms include brief details of the relevant underlying commercial documents limited to specifying:
(ii) relevant assets;
(iii) type of document;
(iv) type of Transaction (transfer of Ownership Interest, creation or discharge of Security Interest, creation or termination of Lease Interest);
(v) where relevant, type of interest created (Ownership Interest, Security Interest or Lease Interest);
(vi) where relevant, document uploads, including but limited to bills of sale or any other proof of ownership documents, related to Owner’s registered Containers.
The registration forms are not intended to include any commercial or commercially sensitive details.
5.2 Validation of the Transaction
The Register Subscriber which is a party of a Transaction undertakes to verify the accuracy of the information included in the registration.
A registration can only be completed upon sign-off of the Transaction according to the validation table below.
Each Register Subscriber acknowledges and agrees that it is in their responsibility to keep updated the information pertaining to each Transaction.
Any dispute arising from the registration or de-registration of interests must be resolved between the parties of the Transaction as specified in the validation table set out above.
5.3 Publication of the Transaction
Once validated and payment is completed (if applicable), the information about a Transaction is directly published in the Register accessible via the Global Container Database, access to which is governed by the BoxTech Terms and Conditions.
The BoxTech Subscribers do not have access to all the details of the Transaction registered by the Register Subscribers.
By default, the BoxTech Subscribers will only be able to view a flag indicating the existence of a registered interest. Only in the case of Register Subscribers opting-in upon registration of an Interest will the identity of the interest-holder be visible to the BoxTech Subscribers on BoxTech.
The parties of a Transaction are the only parties to have access to all the details of the Transaction.
The following table indicates the default level of visibility of each party.
6. Undertakings of the Register Subscriber
By registering and recording Transaction Data in the Register, the Register Subscriber undertakes to ensure that the information transmitted is accurate and up to date.
The Register Subscriber undertakes to ensure that its status as Owner, Security Provider, Security Holder, Manager, Lessor or Lessee, as applicable, is truthful and accurate.
In the event of a change in the Register Subscriber’s activity that would affect the accuracy of the information registered in the Register, the Register Subscriber must immediately rectify the registration and inform the BIC.
7. Warranties and liability
The BIC does not grant any warranty that is not expressly referred to in these Terms and Conditions.
The BIC shall only be liable for direct and foreseeable damage within the meaning of Articles 1231-3 and 1231-4 of the French Civil Code caused by the BIC’s failure to fulfil its obligations under the Terms and Conditions.
The BIC will not be held liable for any inaccurate information registered in the Register by a Register Subscriber.
The Register Subscriber is informed that the BIC is a non-profit association which does not have the means to verify the reality and veracity of the Transaction Data and the status claimed by the Register Subscriber (as Owner, Lessor, Lessee, Security Holder, Security Provider) and that the Register Subscriber accepts responsibility towards the BIC and all other parties when transmitting information relating to a Transaction and its status.
The BIC is not responsible for verifying the validity of any documents that may be uploaded to the Container Interest Register.
8. Personal data
The BIC undertakes to comply with the provisions of Regulation (EU) 2016/679 of 27 April 2016 on the protection of individuals with regard to the processing of personal data and on the free movement of such data (the “GDPR”) and the French Data Protection Act as amended.
In the event, that he Register Subscriber transmits personal data to the Container Interest Register, it undertakes to comply with the provisions of the GDPR and in particular to ensure that the data has been collected lawfully.
9. Removal of the Register access
9.1 Removal by the BIC
The BIC may, without prejudice to any judicial damages, end the Register Subscriber’s access to the Register, by deleting its Account, with immediate effect in the event of failure by the Register Subscriber to fulfil any of its essential obligations under the Terms and Conditions, if this failure has not been remedied by the Register Subscriber within thirty (30) days of notification of this failure by the BIC.
For example, constitute breaches of an essential obligation under the Terms and Conditions the followings:
(i) the Transaction Data registered in the Register by the Register Subscriber is not up to date or is inaccurate, fraudulent or insufficient;
(ii) the status claimed by the Register Subscriber (as Owner, Lessor, Lessee, Security Holder, Security Provider) is inaccurate.
The BIC can also end the Register Subscriber’s access under the same conditions if the termination is requested by a decision of a judicial or administrative authority.
In any event, the BIC may suspend the Register Subscriber’s right to register Transaction Data in the Register during the aforementioned thirty (30)-day period before ending the Register Subscriber’s access permanently.
The BIC shall be entitled to immediately terminate the Register Subscriber’s access to the Container Register if required by any law or regulation applicable to the BIC.
9.2 Removal by the Register Subscriber
Deletion of its Account may be requested by the Register Subscriber by sending a mail to [email protected]
The Register Subscriber shall be under no obligation to provide any justification.
The BIC will promptly confirm the deletion of the Account.
9.3 Consequences of the removal
The deletion of the Register Subscriber’s Account automatically results in the termination of the Terms and Conditions. The Register Subscriber is no longer authorized to register Transaction Data in the Register.
However, despite the termination of the Terms and Conditions, certain clauses will remain applicable to the Register Subscriber for a period of five (5) years.
The clauses of articles 6, 7, 8, 10 and 11 of the Terms and Condition will remain applicable for the above-mentioned period.
The Register Subscriber may assign or delegate the rights or obligations under these Terms and Conditions in the event of a consolidation, amalgamation, merger, or company re-organization. This is subject to the Register Subscriber updating all relevant registration details and providing valid proof of such corporate change within 30 days of its occurrence.
The fact that either party does not exercise any of its rights hereunder shall not constitute a renunciation by it of its exercise, such renunciation being subject only to an express declaration by the party concerned.
Nothing in these Terms and Conditions shall be construed as creating an employer-employee relationship, processor-subprocessor relationship, a partnership, or a joint venture between the BIC and the Register Subscriber.
If one or more provisions of the Terms and Conditions are considered invalid by a competent court, the other provisions shall retain their scope and effect.
The provision considered invalid shall be replaced by a provision whose meaning, and scope shall be as close as possible to the provision thus invalidated, while remaining in accordance with the applicable laws and the common intention of the parties.
10.5 Force majeure
Neither the Register Subscriber nor the BIC shall be held liable if the performance of its obligations is delayed, restricted or made impossible due to the occurrence of an event of Force Majeure as defined by article 1218 of the French Civil Code and by French case law.
In the event of the occurrence of a Force Majeure, the performance of the obligations of the Register Subscriber or the BIC shall be suspended. If the Force Majeure continues for more than one (1) month, the Terms and Conditions may be terminated at the request of the most diligent party without any liability on the part of one party to the other. Each party shall bear the cost of all costs incumbent upon it as a result of the occurrence of Force Majeure.
11. Applicable Law and jurisdiction
The Terms and Conditions are governed by French law.
The courts of Paris shall have exclusive jurisdiction over any dispute relating to or arising out of the Terms and Conditions.