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Terms and Conditions for Saigal SeaTrade (SST)

These terms and conditions apply to all dealings between the Principal and SST and will be effective whenever the Principal requests SST to provide Services or the Principal responds to SST in relation to the provision of Services. These terms and conditions create a legally binding agreement between the Principal and SST.

1.  Consulting Services

(a) The Principal hereby retains SST as a consultant and technical advisor to perform the consulting services specifically set out in Exhibit A attached to this Agreement and made a part hereof (hereafter referred to as the “Services”), as said Exhibit may be amended in writing from time to time, and SST agrees, subject to the terms and conditions of this Agreement, render such Services during the term of this Agreement.  Such services shall be limited to the area of expertise described in Exhibit A, as amended in writing from time to time.  SST shall render services hereunder at such times and places as shall be mutually agreed by the Principal and SST.
(b) It is understood that the purpose of the Consulting is to provide periodic review and advice relevant to Shipping and Maritime matters.  To that end, the Principal shall provide SST, 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 SST reasonably deems relevant to forming any pertinent conclusions relevant to the matter for discussion.   It is expressly understood that SST has fiduciary obligation to the Principal, based on contractual terms of this Agreement; that SST’s role is to provide independent advice uninfluenced by commercial concerns; and that service as a Consultant does not require him to be an advocate for the Principal or its products in any forum, public or private.  SST expressly agrees that under no circumstances will this role be compromised or inaccurately represented. The implementation of such value-based and market-driven advisory service is expected to lead to increased cargo volumes, and the support from SST will provide the Principal with long-term sustainable revenue.

2. Qualification

SST offers a wide range of professional, engineering and other technical services in support of the Principal’s activity. SST will be used to augment the Principal resources, and will provide qualified technical and professional personnel to perform the duties and responsibilities assigned under this contract. SST is obliged to provide technically & professionally qualified staff in every way proficient, individually or collectively as a team to render to the Principal the required standard of Advisory Service. SST shall ensure that competent technical & professionally qualified team of Chartered Accountants, Master Marine and/or Professional Marine Engineer with support associates having at least qualified at Narotham Morarjee Institute of Shipping or equivalent overseas qualification shall attend to render advisory service.

3.  Compensation and reimbursement.

In consideration of the services to be provided by SST to the Principal hereunder, the Principal shall pay, unless otherwise agreed in each particular charterparty contract, to SST a Fee of 1.25% of Gross Revenue (“Gross Revenue” meaning the freight, demurrage/detention/hire received under contracts fixed through SST). The Principal shall not reimburse SST for any travel or other out of pocket expenses SST incurs in connection with performing the Services. The Principal shall endeavor to pay to SST invoiced amounts within thirty (30) days after the date of invoice or successful execution & completion of assigned contract whichever is later.

4. Duties of SST

SST shall, while this Agreement is in force or until the satisfactory completion of the Assignment, devote such of his time, attention and abilities to the Assignment as may be necessary for the satisfactory completion thereof as the same shall be determined by the Principal. SST agrees to advise and assist the Principal as required in accordance with their Technical & Professional ability with respect to all aspects in the performance of such duties. SST shall comply with all reasonable requests and directions of the Principal or its customer or nominee including subsidiaries & affiliate entities. Complying with all local or internal policies and regulations operated by or affecting the Principal or its customer or nominee as the case may be provided SST has been appraised of them. 

5.  Independent contractor status.

The Principal shall request SST services on an as-needed basis. There is no guarantee that any or all of the services described in this Agreement will be assigned during the term of this Agreement. Further, SST will provide these services on a non-exclusive basis. The Principal, at its option, may elect to have any of the services set forth herein performed by other consultants or the Principal’ staff. The parties agree that this Agreement creates an independent contractor relationship, not an employment relationship.  The parties acknowledge that neither party has, or shall be deemed to have, the authority to bind the other party.

6.  Indemnification

SST 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.

7.  Intellectual Property

(a)  SST will be providing timely access to proprietary and valuable information that the Principal might otherwise not receive within time. Timing being the essence of efficient professional service. In addition, those parties also understand that should SST, in the course of providing Services, invent or participate in inventing modifications or improvements to the Principal’ 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 SST 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 SST to disclose and assign to the Principal any proprietary rights arising during the course of such engagement and any overlapping consulting arrangements.
(b)  However, the parties agree that it is mutually beneficial that SST be able to participate fully in providing Services, as stated herein, without being obligated to constrain her or his comments or contributions based upon the complexities of applying these conflicting obligations to intellectual property ownership.  The Agreement that result directly from Confidential Information provided by SST pursuant to these terms & conditions, shall reside with the Principal.

8.  Confidential Information

(a)  The parties acknowledge that in connection with Consultancy Services, SST may disclose to the Principal time sensitive confidential information and trade reports of SST which SST may share within the scope and in the course of performing the Services.  Such information may take the form of, for example: data concerning risk assessment, discoveries made by SST; SST’s know-how; marketing strategies and processes.
(b) SST shall not publicly divulge, disseminate, publish or otherwise disclose any the Principal’s Confidential Information without the Principal’s prior written consent. SST shall not use any such Confidential Information for any purposes other than consultation with the Principal.
(c) SST agrees that their obligations are of a unique character that gives the Principal particular value, SST's breach of any of such obligations will result in professional misconduct towards the Principal.

9.  Miscellaneous

(a) SST 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.
(b)  Jurisdiction and law terms 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 in Singapore, as per English Law, conducted in accordance with rules of 'London Court of International Arbitration'('LCIA').  Each party to appoint their own Arbitrator and incase of disagreement, the matter will be referred to Umpire whose decision will be final and binding. All Arbitrators shall be from "London Maritime Arbitrators' Association"('LMAA') Panel of Members.
(c) The parties acknowledge that the Services are Professional & Technical in nature, and that from SST’s perspective the specific identity of the Principal, including its leadership, corporate culture, staff and reputation, is material to SST.
(g) SST shall conduct all activity in the sole best interest of the Principal.

Exhibit A- Description of Consulting Activities & Nature of Services:
  1. As Specialists in freight market movement, SST will analyze commodity, shipping and freight markets, track movement of ships and cargoes and disseminate such information to the Principal.
  2. Track, collate, analyze and monitor Port Development & Logistics data originating from reliable source and update future trends.
  3. Monitor worldwide Economic Development, Bulk Commodity Trade pattern development.
  4. Identify and provide information on Port Costs, Bunker (fuel) trend, Cost Estimation & Analysis.
  5. Monitor Voyage Execution for smooth and efficient operations, so as to optimize performance for the Principal.
  6. Examine lay time calculations and arrange for account reconciliation for objectives of eventual settlement.
  7. Preliminary evaluation of cargo volume, trade patterns, trend in commodity movement, port congestion, Global as well as Regional economic development and analysis.
  8. Techno–Commercial assessment of vessel type, utilization opportunities, infrastructure development in various regions, Geographical impact on global trade in bulk commodities arising from weather, piracy, war, conflict or any other causes which have prospects to impact trade.
  9. Consultancy Fee is deemed earned upon actual voyage being performed and reconciliation of voyage specific account and in accordance with the above mentioned clause 3.