Terms and Conditions.

Terms and Conditions for Provision of Services

These terms and conditions apply to all dealings between the Principals and Nautical Tankers DMCC, (“Company”) a limited liability company incorporated and licensed as a free-zone company under the rules & regulations of DMCC and having its registered office at Unit No: 404 Gold Crest Executive, Jumeirah Lakes Towers Dubai UAE, (collectively the “Parties”) and will be effective whenever the Principal requests the Company to provide Services (defined hereinafter) and the Company responds affirmatively to the request of the Principal in relation to the provision of the Services. The definition of 'Principal' shall include Charterers, Ship Owners, Operators, Agents, Ship brokers and any other Party or individual who requests the Company to provide Services. 

These terms and conditions read singly and jointly, as supplemental to and forming part of other documents or agreements executed between the Parties in pursuance hereto or contemporaneously, create a legally binding agreement between the Principal and the Company.

1. Scope of Services

(a) The Principal hereby appoints and retains the Company as a broker or as an agent or as an advisor to perform the services specifically set out in “Exhibit A” attached to these terms and conditions and made a part hereof, as may be amended in writing from time to time; and ancillary cum support services specifically set out in “Exhibit B”, as may be amended in writing from time to time, and collectively the “Services” and the Company agrees, subject to the terms and conditions herein, to render the Services during the term herein.  The Services shall be limited to the area of expertise described in “Exhibit A” and “Exhibit B”, as may be amended in writing from time to time.  The Company shall render the Services hereunder to the Principal at such times and places as shall be mutually agreed by the Principal and the Company.

(b) It is hereby clarified that neither the purport nor the scheme of these terms and conditions envisage that the Company shall provide the Services to any third party appointed by the Principal or customers of the Principal, or enter into a contractual or financial arrangement with such third party or customers. It is hereby further agreed and understood between the Parties that prior consent in writing of the Company shall be obtained in the event that any third party appointed by the Principal, including but not limited to any charterer of the Company, or customer of the Principal is the intended recipient or beneficiary of the Services. It is hereby further clarified that nothing under these terms and conditions shall be construed as constituting the Company as an advocate for such third party or agent or representative in any capacity whatsoever of such third party appointed as aforesaid and neither the Company nor the third party shall be deemed to have the authority to bind each other.

(c) It is understood that the purpose of the Company performing the Services is to provide periodic review and advice relevant to Shipping and Maritime matters.  To that end, the Principal shall furnish to the Company, in advance of meetings, with accurate, unbiased and sufficient information for him to review the subject matter thereof, and shall promptly provide further information that the Company reasonably deems relevant for forming any pertinent conclusions relevant to the matter for discussion. 

(d) It is also hereby clarified that the Services rendered by the Company as a consultant does not require it to advocate for the Principal or its products in any forum, public or private and that the Company shall not use any facilities, funds, or equipment owned or administered by the Principal in the performance of the Services, except with the prior written consent of the Principal and in accordance with all applicable policies of the Principal.

(e) It is expressly understood that the Company’s role which is directed at contributing to the expansion of the business of the Principal and which is premised on a professional, independent contractor relationship on a principal-to-principal basis vis-à-vis the Principal is limited to (i) providing independent advice to the Principal uninfluenced by commercial concerns, such implementation of value-based and market-driven advisory service being expected to lead to increased cargo volumes and providing the Principal with long-term sustainable revenue; (ii) conducting market research; (iii) presenting the Principal with a report containing suggestions pertaining to suitable potential charterers; and (iv) specifically providing Services as stated in “Exhibit A” and “Exhibit B” for the benefit of the Principal, as part of the Services rendered to the Principal by the Company.

(f) The Parties acknowledge that the Services are professional and technical in nature, and that from the Company’s perspective, the specific identity of the Principal, including its leadership, corporate culture, staff and reputation, is material to the Company.

(g) The Company shall provide the Services in the sole best interest of the Principal.

2. Qualification

The Company shall ensure that the Services are performed by a competent technical and professionally qualified team of Ship brokers, Member(s) of the Institute of Chartered Shipbrokers London, Experienced sea going and professional on shore personnel, Master Mariners, Marine Engineers with support associates or possessing an equivalent overseas qualification.

3. Compensation and reimbursement

(a) In consideration of the Services to be provided by the Company to the Principal hereunder, the Principal shall pay to the Company fees on a risk-based model premised on the principle “no cure no pay” and the Company agrees to accept the fees in consideration of the Services provided to the Principal.

(b) Fees are payable by the Principal to the Company upon actual voyage being performed and reconciliation of voyage specific account, it being clarified that the Company supplies the Services to the Principal to contract with the charterers notwithstanding that the Company does not broker or arrange the Services.

(c) In the event of lumpsum contracts entered into between the charterers and the Principal (“charter party contracts”), the fees payable by the Principal to the Company shall be 1.25% or 2.50% (whichever is agreed on the charter party contracts) of Gross Revenue meaning the freight, demurrage/detention/hire received under the charter party contracts, regardless of whether or not all or any of the Services are availed by the Principal, and the Principal shall pay to the Company invoiced amounts within thirty (30) days after the date of invoice or execution and completion of charter party contracts, whichever is later.

(d) The Principal shall not reimburse the Company for any travel or other out of pocket expenses which the Company incurs in connection with performing the Services.

(e) The aforesaid sub-clauses of Clause 3.(Compensation and reimbursement) are mutually exclusive.

4. Independent contractor status

(a) The Principal shall request the Company for the Services.

(b) Company will provide the Services on a non-exclusive basis and shall be free to enter into similar arrangements with other parties on a principal to principal basis. The Principal, at its option, may, forthwith upon the coming into force of these terms and conditions and on appointment of the Company and subject to prior intimation in writing to the Company, elect to have any of the Services set forth herein performed by other consultants or the staff. 

(c) Neither promotion nor marketing of activities are envisaged herein.

(d) The Parties agree that this Agreement creates an independent contractor relationship between the Company and the Principal and  nothing herein shall be construed to create an employment or agency relationship or any relationship other than that of an independent contractor.

(e) The Parties are entering into these terms and conditions on a principal-to-principal basis.

(f) The Parties acknowledge that neither Party has, nor shall be deemed to have, the authority to bind the other Party.

(g) Non Circumvention: The Principal agrees that it shall not circumvent, bypass, or avoid the Company to negotiate or enter into any transaction with third parties or other Principals introduced by the Company either during or after the negotiation, performance of the services or in the future, without the prior written consent of the Company.

5. Disclosure of Conflict of Interest

The Company shall attend to the affairs of the Principal in a prudent and business like manner in good faith, with prior disclosure of any conflict of interest.

6. Intellectual Property

(a) The Company will be providing timely access to confidential or proprietary information (defined as “the Company’s Confidential Information” hereinafter) that the Principal might otherwise not receive on time, timing being the essence of efficient professional service. In addition, the Parties also understand that should the Company, in the course of providing the Services, invent or participate in inventing modifications or improvements to the Principal’s resources, the Principal reasonably seeks to secure such improvements for its own use and practice.  At the same time, the Principal understands and acknowledges that the Company has pre-existing and on-going obligations to independent research, collaborative agreements within the scope of certain policies.  These obligations include a duty on the part of the Company to disclose and assign to the Principal any proprietary rights in such information arising during the course of such engagement and any overlapping consulting arrangements, provided however that where such information is in whole or in part, any information of a third party, the Company will not be obligated to assign proprietary rights to such information to the Principal.

(b) However, the Parties agree that it is mutually beneficial that the Company be able to participate fully in providing Services, as stated herein, without being obligated to constrain its comments or contributions based upon the complexities of applying these conflicting obligations to intellectual property ownership.

7. Confidential Information

(a) The Parties acknowledge that in connection with Services, the Company may disclose to the Principal, Company’s Confidential Information which is time-sensitive and trade reports of the Company which the Company may share within the scope and in the course of performing the Services.

(b) The Company shall not publicly divulge, disseminate, publish or otherwise disclose the whole or part of any of the Principal’s Confidential Information without the prior written consent of the Principal. The Company shall not use any of the Principal’s Confidential Information for any purposes except upon consultation with the Principal, provided however that the requirement of consulting the Principal for divulging, dissemination, publishing or otherwise disclosing the Principal’s Confidential Information shall not apply to disclosures required to be made under applicable law.

(c) Company agrees that since its obligations are of a unique character which give the Principal particular value, the Company's breach of any of such obligations will result in professional misconduct towards the Principal.

For the purpose of these terms and conditions,

“Company’s Confidential Information” means confidential or proprietary technical or business or commercial or pricing information or other intellectual property or trade secrets of the Company, including without limitation, policies, business plans, marketing strategies and processes, inventions, know-how, systems, designs, data concerning risk assessment, discoveries made by the Company; and

The “Principal’s Confidential Information” means confidential or proprietary technical or business or commercial or pricing information or other intellectual property or trade secrets of the Principal.

8. Disclaimer

8.1 While the Company endeavours to ensure that the information on the Website is correct, the Company does not warrant the accuracy and completeness of the material on the Website. The Company may make changes to the material on the Website, or to the products and prices described in it, at any time without notice. The material on the Website may be out of date, and the Company makes no commitment to update such material. We will not be liable to you if for any reason the site is unavailable at any time or for any period.

8.2 If the Company publishes market reports, commentary or other catalogues, circulars or vessel data, positions, these are provided for general information only and not for use in relation to specific Fixture(s) nor as a substitute for Other Services. Such documents do not constitute an offer, solicitation, advice and nothing contained in such documents amounts to a recommendation to enter or not to enter into a Fixture or for any other purposes whatsoever and the Company has no liability for the consequences of any person, including the Principal, purporting to rely on such fixture information, reports or documents. You are prohibited from posting or transmitting to or from the Company’s Website any material, information, reports, documents, etc.

8.3 The material on the Website is provided "as is", without any conditions, warranties or other terms of any kind.

8.4 The Company and the officers, directors, employees, shareholders or agents of any of them, exclude all liability and responsibility for any amount or kind of loss or damage that may result to you or a third party (including without limitation, any direct, indirect, punitive or consequential loss or damages, or any loss of income, profits, goodwill, data, contracts, use of money, or loss or damages arising from or connected in any way to business interruption, and whether in tort (including without limitation negligence), contract or otherwise) in connection with this website in any way or in connection with the use, inability to use or the results of use of this website, any websites linked to this website or the material on such websites, including but not limited to loss or damage due to viruses that may infect your computer equipment, software, data or other property on account of your access to, use of, or browsing this website or your downloading of any material from this website or any websites linked to this website.

9. Terms of Use

The Company makes every effort to represent data of vessels provided accurately as much as possible. All vessel details, specifications, freight indications, offers and prices are provided in good faith but we cannot guarantee or warrant the accuracy of this information or of the condition of any vessel. Principals and Buyer’s should investigate all details for any vessel for which they desire validation. Vessel details, specifications, freight offers and vessel prices are subject to prior fixture, sale, freight change, price change, or withdrawal without notice. By using this website and our services, you acknowledge and agree to hold harmless the Company and its employees, associates and affiliates from any kind or direct or indirect damages arising from the use of any information provided within this site and through any forms of communication.

10. GDPR – General Data Protection Regulation

When You contact the Company by any of the following means, website contact pages, email, fax, phone or any other electronic means, you are giving your consent (permission) for the Company and or our associates to reply to you, and to hold any details, contacts, documents, any and all data including personal information that you provide to us and our associates, unless and until you contact us to remove your specified data.

Information that you provide when you use our website or contact us by email is used in our marketing and business activities. Users information may be shared with other companies and individuals in the normal course of our business. We use appropriate measures to protect the personal information that you provide to us

The Company recognizes your right to privacy. We collect information from users from different points on our website and by email. We do not sell your information to third parties. Information that you provide to us is stored for future use as required in the normal course of business, or until deleted.

If you wish to access, correct, update or request to delete personal information, please contact us by email.

11. Dispute Resolution

(a) Any disputes or differences arising out of these terms and conditions shall be governed by and construed in accordance with the laws of England and Wales and any dispute shall be subject to the exclusive jurisdiction of the English Courts. Arbitration shall be conducted in London, in accordance with the London Maritime Arbitrators Association (LMAA) Terms current at the time when the arbitration proceedings are commenced. Each Party shall appoint its own arbitrator and in case of disagreement, the matter will be referred to the Umpire whose decision shall be final and binding. All arbitrators shall be from "London Maritime Arbitrators' Association"('LMAA') Panel of Members.

(b) In the event of a conflict between these Terms and Conditions and the specific provisions agreed otherwise between the Principal and the Company, these Terms and Conditions will prevail.

Exhibit A – Services

1.0 Broking & Sea Transportation Services

1.1. The Company will act as a shipbroker in relation to Fixture(s). The role of the Company is to introduce Principals to each other or the Fixture(s) assisting the Principals, and in particular, where so agreed, to act as an agent for and on behalf and in the interest of the Principal for the purpose of permitting the conclusion of Fixture(s) between the Principal and another Principal in accordance with the Principal’s instructions. The Company will assist the Principals and/or their Representatives as a channel for Negotiations.

1.2 Where the Company agrees to provide Broking Services as an agent for and on behalf and in the interest of a Principal, the Company shall not be obliged to act in a manner contrary to or inconsistent or incompatible with its professional obligations or code of conduct as a maritime shipbroker, and the Principal expressly consents to the Company not complying with its instructions to the extent that this is reasonably necessary for the purpose of permitting the Company to comply fully and completely with its professional obligations or code of conduct as a maritime shipbroker.

1.3 Unless specifically agreed in writing the Company will act only as an intermediary in relation to Fixture(s) and will not enter into any Fixture(s), arising from the Services, as a Principal, nor as an agent for an undisclosed Principal.

1.4 The Company is not responsible for the performance or non-performance of Fixture(s) or Principals.

1.5 Unless otherwise agreed the Services are provided on a Fixture-by-Fixture basis.

1.6 The Company will, where so agreed, provide such Post Fixture Services as may be agreed in writing between the Company and the Principal.

2.0 Sea Transportation of Oil and Petroleum Products.

Exhibit B – Ancillary cum Support Services

·       Sale and Purchase of ships.

·       Monitor Voyage Execution to support the Principal.

·       Analyze shipping freight markets, track movement of ships and cargoes.

·       Identify and provide information on Bunker (fuel) trend, Cost Estimation & Analysis.

·       Conduct preliminary evaluation of cargo volume, trade patterns,

·       Provide professional services connected with the Services.

·       Examine lay time calculations and arrange for account reconciliation for objectives of eventual settlement.