These terms and conditions apply to all dealings between the Client, and SST (“Service Provider”), a company incorporated under the provisions of the Companies Act, 1956 as a private company and having its registered office at J.V. House, 2nd Floor, D.S. Babrekar Marg, Dadar (West), Mumbai – 400 028 (collectively the “Parties”) and will be effective whenever the Client requests the Service Provider, a specialist in freight market movement, to provide Services (defined hereinafter) and the Service Provider responds affirmatively to the request of the Client in relation to the provision of the 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 Client and the Service Provider.
(a) The Client hereby appoints and retains the Service Provider as a consultant and technical advisor to perform
(i) 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
(ii) 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 Service Provider 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 Service Provider shall render the Services hereunder to the Client at such times and places as shall be mutually agreed by the Client and the Service Provider.
(b) It is hereby clarified that neither the purport nor the scheme of these terms and conditions envisage that the Service Provider shall provide the Services to any third party appointed by the Client or customers of the Client, 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 Service Provider shall be obtained in the event that any third party appointed by the Client, including but not limited to any charterer of the Service Provider, or customer of the Client 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 Service Provider 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 Service Provider nor the third party shall be deemed to have the authority to bind each other.
(c) It is understood that the purpose of the Service Provider performing the Services is to provide periodic review and advice relevant to Shipping and Maritime matters. To that end, the Client shall furnish to the Service Provider, 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 Service Provider 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 Service Provider as a consultant does not require it to advocate for the Client or its products in any forum, public or private and that the Service Provider shall not use any facilities, funds, or equipment owned or administered by the Client in the performance of the Services, except with the prior written consent of the Client and in accordance with all applicable policies of the Client.
(e) It is expressly understood that the Service Provider’s role which is directed at contributing to the expansion of the business of the Client and which is premised on a professional, independent contractor relationship on a Client-to-Client basis vis-à-vis the Client is limited to
(f) The Parties acknowledge that the Services are professional and technical in nature, and that from the Service Provider’s perspective, the specific identity of the Client, including its leadership, corporate culture, staff and reputation, is material to the Service Provider.
(g) The Service Provider shall provide the Services in the sole best interest of the Client.
The Service Provider shall ensure that the Services are performed by a competent technical and professionally qualified team of Chartered Accountants, Master Marine and/or Professional Marine Engineer with support associates having qualified at Narotham Morarjee Institute of Shipping or possessing an equivalent overseas qualification.
The aforesaid sub-clauses of Clause 3.(Compensation and reimbursement) are mutually exclusive.
The Service Provider shall attend to the affairs of the Client in a prudent and business like manner in good faith, with prior disclosure of any conflict of interest.
(a) The Service Provider will be providing timely access to confidential or proprietary information (defined as “the Service Provider’s Confidential Information” hereinafter) that the Client might otherwise not receive on time, timing being the essence of efficient professional service. In addition, the Parties also understand that should the Service Provider, in the course of providing the Services, invent or participate in inventing modifications or improvements to the Client’s resources, the Client reasonably seeks to secure such improvements for its own use and practice. At the same time, the Client understands and acknowledges that the Service Provider 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 Service Provider to disclose and assign to the Client 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 Service Provider will not be obligated to assign proprietary rights to such information to the Client.
(b) However, the Parties agree that it is mutually beneficial that the Service Provider 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.
(a) The Parties acknowledge that in connection with Services, the Service Provider may disclose to the Client, SST’s Confidential Information which is time-sensitive and trade reports of the Service Provider which the Service Provider may share within the scope and in the course of performing the Services.
(b) The Service Provider shall not publicly divulge, disseminate, publish or otherwise disclose the whole or part of any of the Client’s Confidential Information without the prior written consent of the Client. The Service Provider shall not use any of the Client’s Confidential Information for any purposes except upon consultation with the Client, provided however that the requirement of consulting the Client for divulging, dissemination, publishing or otherwise disclosing the Client’s Confidential Information shall not apply to disclosures required to be made under applicable law.
(c) SST agrees that since its obligations are of a unique character which give the Client particular value, the Service Provider's breach of any of such obligations will result in professional misconduct towards the Client.
For the purpose of these terms and conditions,
(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 Singapore, as per English Law, in accordance with rules of 'London Court of International Arbitration'('LCIA'). 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.
Exhibit A – Services