Terms of Use & Subscriber Agreement

In these Terms, the following words have the meanings set out below.

• Agreement — These Terms of Use & Subscriber Agreement, together with any executed Subscriber Order Form and the Privacy & Cookies Policy.
• Index / Indotrans Index — The rule-based, deterministic weekly benchmark for Indonesian offshore transshipment pricing published by Prime Move Pte. Ltd.
• Methodology — The documented rules, inputs, weightings, and calculation procedures used to produce the Index, as published and updated by Prime Move at its discretion.
• Output Data — Index values, driver components, analytics, charts, reports, AI-generated summaries, and any other data or content made available through the Platform.
• Platform — The Indotrans Index subscriber console, website, and any associated tools or APIs operated by Prime Move at www.indotrans-index.com.
• Permitted Users — Named individuals within the Subscriber's organization who are authorized to access the Platform under the applicable Subscription Tier.
• Prime Move / we / us — Prime Move Pte. Ltd., a company incorporated in Singapore.
• Subscriber / you — The organization or individual that has entered into this Agreement with Prime Move and holds an active subscription.
• Subscription Tier — The level of access purchased by the Subscriber, as specified in the Subscriber Order Form.
• Benchmark License — A separate commercial license granted by Prime Move permitting use of the Index as a contractual reference or settlement price.
• Confidential Information — All Output Data, Methodology details, pricing, and any non-public information relating to the Platform or Prime Move's business disclosed to the Subscriber.

2.1 These Terms govern all access to and use of the Platform and Output Data. By accessing the Platform, you confirm that you have read, understood, and agree to be bound by these Terms.

2.2 The Platform is intended for professional and institutional use only. By subscribing, you represent that you are accessing the Platform in a professional capacity on behalf of a legitimate commercial entity.

2.3 You must be at least 18 years of age and have the authority to bind your organization to these Terms.

2.4 We reserve the right to decline or terminate any subscription at our sole discretion, including where we reasonably believe a subscriber does not meet our eligibility criteria or poses a risk to the integrity of the Index.

3.1  The Platform is offered under different Subscription Tiers. The specific features, access levels, historical data range, number of Permitted Users, fees, and subscription term applicable to your subscription are set out in your Subscriber Order Form, which forms part of this Agreement and is incorporated into these Terms by reference.

3.2  In the event of any conflict between these Terms and the Subscriber Order Form regarding the scope of your subscription, the Subscriber Order Form prevails as to the commercial particulars of your subscription (features, fees, seats, term); these Terms prevail as to all other matters.

3.3  We may modify the features included in any Subscription Tier. Additions or improvements may take effect immediately. Any change that materially reduces the features applicable to your subscription will take effect only from your next renewal date and will not affect your subscription during any period for which you have already paid. We will give at least thirty (30) days' written notice before any such change takes effect.

3.4  Access conditions applicable to all tiers

The following conditions apply to every subscription regardless of tier:

–     Subscriptions are granted to the Subscriber organization. Account credentials must not be shared with individuals outside the Subscriber's organization or with other organisations.

–     Access is limited to the named Permitted Users and seat count specified in the Subscriber Order Form. Additional seats must be purchased separately.

–     Identity protection: Vessel names, transshipment facility names, anchorage names, and vessel owner names are never disclosed on any Subscription Tier. Ownership data, where shown, is expressed as percentages only.

–     No data export functionality is provided on the Platform. All Output Data is provided for on-screen review only, subject to Clauses 4 and 5.

4.1  Subject to payment of the applicable subscription fees and compliance with these Terms, Prime Move grants you a limited, non-exclusive, non-transferable, revocable licence to access and use Output Data solely for the following purposes:

–     Internal business decision-making, including procurement, trading, and risk management decisions within your organisation

–     Internal reports, presentations, and analyses prepared for use within your organisation and not distributed externally

–     Internal financial modelling and scenario analysis

–     Reference in regulatory filings or auditor communications where you are required to disclose pricing benchmarks used in your operations, provided such reference is limited to identifying the Index by name

4.2  Any use not expressly listed in Clause 4.1 requires our prior written consent.

6.1  The Index is intended to serve as a reference point for the market, and Prime Move welcomes its use as a contractual reference. Because such use requires certainty as to which series is referenced, which publication date governs, and what applies if publication is delayed or the Methodology is revised, contractual use is agreed separately under a Benchmark License.

6.2  A standard subscription grants access rights only. If you wish to reference the Index as a pricing, settlement, or valuation mechanism in any financial contract, freight agreement, offtake agreement, loan covenant, derivative instrument, or similar arrangement, please contact us to put a Benchmark License in place before that use begins.

6.3  Prime Move will engage constructively with any subscriber seeking to reference the Index. To discuss a Benchmark License, contact support@indotrans-index.com.

6.4  Unauthorized use of the Index as a contractual benchmark constitutes a material breach of these Terms and may give rise to claims for damages, injunctive relief, or both.

7.1  The Index, Methodology, Output Data, Platform, and all associated intellectual property rights are owned exclusively by Prime Move Pte. Ltd. Nothing in these Terms transfers any ownership rights to you.

7.2  The licence granted in Clause 4 is the full extent of your rights to Output Data. All rights not expressly granted are reserved by Prime Move.

7.3  You acknowledge that the Index and Methodology represent substantial investment and proprietary know-how. You agree not to take any action that would prejudice or challenge Prime Move's intellectual property rights.

7.4  If you provide feedback, suggestions, or comments about the Platform or Index, you grant Prime Move a perpetual, royalty-free licence to use such feedback without restriction or obligation to you.

8.1  The Index is produced using a rules-based, deterministic Methodology. Prime Move publishes the Methodology and is committed to its integrity and auditability. However:

–     The Index reflects the Methodology as applied to the underlying data inputs at the time of calculation. It does not constitute financial advice, investment advice, or a recommendation to buy or sell any commodity, freight contract, or financial instrument.

–     Prime Move does not warrant that the Index is suitable for any particular commercial, financial, or regulatory purpose. Subscribers are solely responsible for assessing the suitability of the Index for their own use.

–     Historical Index values are provided for reference only and are not a guarantee of future Index availability, continuity, or performance.

8.2  The Index incorporates data inputs drawn from a range of independent third-party and market-contributed sources. The specific sources and the manner in which they are used form part of Prime Move’s proprietary Methodology and are not disclosed. Prime Move does not control such inputs and is not responsible for any errors, omissions, inaccuracies, or delays in that data. To the maximum extent permitted by applicable law, Prime Move excludes all liability arising from or in connection with reliance on such inputs.

8.3  Prime Move reserves the right to update, revise, or discontinue the Methodology at any time. Material changes to the Methodology will be communicated to active subscribers with at least thirty (30) days' notice where operationally practicable.

9.1  You expressly acknowledge that the Platform employs the following technical controls to protect the integrity of the Index and Output Data:

–     Audit logging of all subscriber access, queries, and data interactions

–     Server-side pagination and rate limiting to prevent bulk data retrieval

–     Watermarking of Output Data outputs

–     Session monitoring and anomaly detection

9.2  You consent to the collection and retention of access logs associated with your account for the purposes described in our Privacy & Cookies Policy and for enforcement of these Terms.

9.3  Prime Move reserves the right to audit subscriber access patterns where we have reasonable grounds to suspect a breach of Clause 5. We may request your cooperation in any such audit and you agree to provide reasonable assistance.

9.4  Evidence of systematic extraction, unauthorised redistribution, or circumvention of access controls may be used as the basis for immediate account suspension and legal proceedings.

10.1  Subscription fees are as set out in the applicable Subscriber Order Form or as displayed on the Platform at the time of purchase.

10.2  Fees are payable in advance, annually or as otherwise agreed. All fees are non-refundable except as required by applicable law.

10.3  Subscriptions renew automatically at the end of each subscription period unless cancelled in writing at least thirty (30) days before the renewal date. Renewal fees will be charged at the then-current rate.

10.4  We reserve the right to adjust subscription fees on renewal with at least sixty (60) days' written notice. If you do not accept the revised fees, you may cancel before the renewal date without penalty.

10.5  Late payment: if fees are not received within fourteen (14) days of the due date, we may suspend access to the Platform until payment is received. Continued non-payment after thirty (30) days constitutes grounds for termination under Clause 13.

10.6  All fees are exclusive of any applicable taxes (including GST). You are responsible for any taxes applicable to your subscription in your jurisdiction.

11.1  You agree to treat all Confidential Information as strictly confidential and not to disclose it to any third party without our prior written consent, except:

–     To your employees, officers, or professional advisers who need to know it for the Permitted Use and who are bound by equivalent confidentiality obligations

–     As required by applicable law, regulation, or a court of competent jurisdiction, provided you give us reasonable prior written notice where permitted

11.2  You agree that the specific contents of Output Data, including index levels, driver values, and fleet analytics, may give rise to competitive advantage and must be handled with particular care. You will implement appropriate internal controls to prevent unauthorised access or disclosure.

11.3  This confidentiality obligation survives termination of this Agreement for a period of three (3) years.

13.1  This Agreement commences on the date your subscription is activated and continues for the subscription period specified in your Order Form, renewing as set out in Clause 10.3.

13.2  Either party may terminate this Agreement:

–     For convenience, on thirty (30) days' written notice prior to the next renewal date

–     Immediately upon written notice if the other party commits a material breach that is not remedied within fourteen (14) days of written notice of such breach

–     Immediately if the other party becomes insolvent, enters administration, or ceases to carry on business

13.3  Prime Move may suspend or terminate your access immediately and without prior notice where:

–     We have reasonable grounds to suspect a breach of Clause 5 (Prohibited Use)

–     Your access patterns suggest systematic extraction or circumvention of access controls

–     Payment is overdue by more than thirty (30) days

–     Continued access poses a risk to the integrity of the Index or the Platform

13.4  On termination for any reason: your licence to access and use Output Data ceases immediately; you must delete or destroy any Output Data in your possession to the extent reasonably practicable; accrued payment obligations survive termination. Clauses 7, 8, 11, 12, 14, and 15 survive termination.

14.1  These Terms are governed by and construed in accordance with the laws of Singapore, without regard to its conflict of laws principles.

14.2  Any dispute, controversy, or claim arising out of or in connection with these Terms, including any question regarding its existence, validity, or termination, shall first be referred to the senior management of both parties for good-faith negotiation for a period of thirty (30) days.

14.3  If the dispute is not resolved by negotiation within thirty (30) days, it shall be submitted to the exclusive jurisdiction of the courts of Singapore.

14.4  Notwithstanding the above, Prime Move reserves the right to seek injunctive or other emergency relief in any court of competent jurisdiction to protect its intellectual property rights or prevent breach of the confidentiality or anti-extraction provisions of these Terms.

15.1  Amendments. We may amend these Terms at any time. Material amendments will be notified to active subscribers by email at least thirty (30) days before taking effect. Continued use of the Platform after the effective date of any amendment constitutes acceptance of the revised Terms. If you do not accept the revised Terms, you may terminate your subscription before the effective date.

15.2  Entire agreement. These Terms, together with any executed Subscriber Order Form and the Privacy & Cookies Policy, constitute the entire agreement between the parties with respect to its subject matter and supersede all prior agreements, representations, and understandings.

15.3  Severability. If any provision of these Terms is found to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect.

15.4  Waiver. Failure by either party to enforce any provision of these Terms shall not constitute a waiver of that party's right to enforce it at a later time.

15.5  Assignment. You may not assign or transfer any of your rights or obligations under these Terms without our prior written consent. We may assign our rights and obligations to any affiliate or successor entity upon notice to you.

15.6  Force majeure. Neither party shall be liable for any failure or delay in performance due to causes beyond their reasonable control, including data provider outages, natural disasters, or regulatory action, provided that the affected party notifies the other promptly and uses reasonable efforts to mitigate the impact.

15.7  Notices. All notices under these Terms must be in writing and sent to the contact details specified in the Subscriber Order Form or, for Prime Move, to support@indotrans-index.com.

15.8  No partnership. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship between the parties.

For questions about these Terms, subscription enquiries, Benchmark Licensing, or to report suspected misuse:

Prime Move Pte. Ltd.

Email: support@indotrans-index.com

Website: www.indotrans-index.com