Standard Terms and Conditions

1. Definitions:

   a)  Standard Terms and Conditions (‘STC’) shall mean the terms and conditions contained herein.

   b)  Service Agreement shall mean the complete STC as incorporated herein.

   c)  Maritime Affairs Pte Ltd (‘Maritime Affairs’) shall include its directors, employees, representatives, sub-contractors, heirs and assigns.

   d)  Client shall mean any entity instructing Maritime Affairs to conduct an assignment so specified and/or any related services required in the ordinary course of the business undertaken.

   e)  Services shall mean assignments Maritime Affairs receives instructions for and agrees to execute, i.e. in respect to casualty investigations, consultancy, expert witness assignments, marine services or surveys.

2. General
   Unless specifically agreed in detail, the terms and conditions stated herein constitute the Service Agreement between the Client and Maritime Affairs; provided always that under no circumstances whatsoever shall this Agreement be construed as a consumer contract. However, these terms and conditions do not apply to any dispute resolution proceedings, i.e. where Maritime Affairs’ director is appointed as Tribunal; be it as sole arbitrator, party-appointed arbitrator or third arbitrator.

3. Instructions
   Maritime Affairs will carry out the work assigned as instructed by the Clients. Instructions obtained will not be varied unless extraordinary events occur that require reasonable steps to protect the Clients’ interests. However, all reasonable avenues available at the material time will be utilised to advice the Client of any changed circumstances, as the case may be. Actions required in the usual course of an assignment and/or service shall not be deemed as extraordinary steps. However, where the Client amends the original instructions then the scope of work will be reviewed bearing in mind any effect such variation might have on the cost and/or completion date of the Services.

4. Execution of Services

   a)  Maritime Affairs will provide the Services to the best of their ability, exercising reasonable care and skill at all times.

   b)  Maritime Affairs shall be entitled to facilitate such sub-contractors as are necessary, provided always that the Client shall first be notified in advance and the Client’s agreement shall not be unreasonably withheld.

   c)  The Client undertakes to ensure all necessary access at the facilities where the inspection will be conducted is arranged. Further, to ensure that all proper measures are taken to provide safe working conditions at the facilities concerned.

   d)  Any inadequate, incomplete, inaccurate or indefinite instructions, including unavailability of the subject matter for which the procured service is rendered or associated aspects required to proceed with execution of Services shall be the consequent responsibility of the Client. Any additional charges incurred as a result of such circumstances shall be borne by the Client.

   e)  Where the Services provided to not appear to meet the expectations of the Client, Maritime Affairs’ Managing Director should be informed immediately to enable the matter to be addressed effectively and to have any appropriate intervention quickly arranged.

5. Fees and Disbursements

   a)  Unless otherwise agreed or where separate negotiations are in place in respect of services rendered by Maritime Affairs, any quotation provided shall remain valid for 15 days from the date of such advice

   b)  Any government taxes that are applicable shall be added to the fees and charged accordingly.

   c)  Onsite attendance, travelling time and work conducted in offices shall be charged according to the applicable hourly rate.

   d)  Disbursements will be charged at cost plus 10%.

   e)  The Client shall reimburse Maritime Affairs for all fees and disbursements incurred in respect of the Services rendered.

   f)  Maritime Affairs will charge an administration fee amounting to 10% of the billable hours charged to cover

   administration and clerical costs necessary for provision of services rendered.

6. Payment

   a) Where an invoice is presented requiring payment in advance of any services is rendered, the Client shall immediately make payment into the nominated account.

   b)  Where payment is not received for services rendered, Maritime Affairs reserves the right to hold the transmission of the reports or advice concerned.

   c)  Interim invoices shall be submitted to the Client at intervals of not more than three months or in the event fees and disbursements total more than USD 3,000.00 whichever comes earlier.

   d)  Final invoices will be submitted upon completion of the Services rendered together with a final report or advice as the case requires.

   e)  All invoices shall be paid in full in accordance with the payment terms stipulated thereon. The default period of payment shall be 30 days from the invoice date. Otherwise the payment period as stated on an invoice shall apply.

   f)  Maritime Affairs reserves the right to charge interest where an invoice is not paid by the due date. Interest shall be charged at 2% per month from the date the invoice is past due, e.g. where a 30 days payment period is stipulated on an invoice, interest shall be computed commencing from the following day.

7. Disclaimer
   Information submitted together with reports issued by Maritime Affairs are prepared to the best of knowledge and information available and obtained from the Client and/or third parties. As some information cannot be readily verified, Maritime Affairs shall not be liable for the inaccuracy of any such information. However, every effort shall be made to inform the Client in respect of any concerns that may impact upon the salient issues in the matter concerned.

8. Copyright, etc.

   All materials, reports, advice, photos and information issued by Maritime Affairs shall have their copyright and intellectual property rights and ownership vested in Maritime Affairs. Use of any such information and/or materials by any other parties shall be subject to agreement in writing from Maritime Affairs.

9. Liability

   a)  Every effort shall be taken to ensure the accuracy of opinions and observation submitted in reports issued by Maritime Affairs. In addition, all reasonable precautions shall be taken when executing the Services. Notwithstanding the foregoing such reports and advices are issued without warranty, and Maritime Affairs shall not in any circumstances be liable to any person whatsoever for any act, omission or default in connection with any report’s preparation and issuance howsoever arising.

   b)  Any claim(s) against Maritime Affairs, arising out of Services rendered, shall under no circumstances whatsoever cause Maritime Affairs to be liable to pay an amount that exceeds 2.5 times the fees paid or payable by the Client for the particular assignment concerned. In no event shall the liability of Maritime Affairs exceed USD11,000.00 inclusive of interest and costs. Subject always to finding by a competent court in the chosen jurisdiction that any alleged damage or loss was caused by Maritime Affairs’ professional negligence and/or breach of contract in provision of the Services.

   c)  Maritime Affairs’ shall not be liable for any form of consequential losses arising from any breach in contract, in tort or otherwise. This exclusion of liability shall apply whether or not any alleged losses arise from an event where the circumstances related thereto could reasonably be expected to exist within the consideration of Maritime Affairs or where special or particular knowledge may exist. Further, claims arising from acts or omissions during provision of Services shall fall within the ambit of this exclusion.

   d)  Provision of Services shall, where applicable, be in an advisory capacity at all times. Accordingly, Maritime Affairs shall not be liable to the Client or any third party for ignored advice, including misinterpreted or wrongly executed advice.

   e)  The Client hereby undertakes to keep Maritime Affairs fully indemnified and held harmless against all third party action in any form whatsoever or howsoever arising. The foregoing indemnity referred to shall include legal costs and expenses on a full indemnity basis. Including all costs, losses, damages and expenses which Maritime Affairs may incur or suffer whether directly or indirectly as a consequence of executing the Services.

   f)  Where proceedings against Maritime Affairs are not commenced within 12 months after the issuance of the final report or advice for the Services rendered, any claims shall then be time barred.

10. Reports
    Reports and/or advices provided are solely for the use of the Client concerned and not for further distribution, or publication without the written agreement of Maritime Affairs. This does not, however, extend to reports that are customarily transmitted to clients, e.g. condition survey reports, or to courts/tribunals and parties engaged in legal proceedings, e.g. expert witness reports.

11. Law
    The Laws of Singapore shall govern these Standard Terms and Conditions and all matters arising out of the Services provided; subject always to the exclusive jurisdiction of the Singapore Courts.

12. Dispute Resolution
    All disputes, controversies, or differences arising out of or in connection with this Service Agreement shall first be submitted to the Maritime Offshore Oil and Gas Association of Singapore (MOOGAS) for resolution by any one member on its panel of national mediators in accordance with the Singapore Mediation Centre’s Mediation Procedure for the time being in force. The parties agree to participate in the mediation in good faith and undertake to abide by the terms of any settlement reached. The parties shall be bound by the requirement to mediate any unresolved dispute before any party seeks to commence proceedings in the Singapore Courts.

13. Severability
    These STC are severable and if any particular provision is held to be invalid or unenforceable by the competent court specified above, the remaining terms and conditions shall remain valid, enforceable and unaffected by such holding of law.

14. Incorporation
    Incorporation of these STC into any dealings with Maritime Affairs shall be deemed to be accomplished by reference or any other reasonable means under the circumstances of the case.