These terms and conditions apply to all dealings between the Principal, 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 Principal 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 Principal 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 Principal and the Service Provider.
(a) The Principal hereby appoints and retains the Service Provider as a consultant and technical advisor to perform
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 Principal at such times and places as shall be mutually agreed by the Principal 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 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 Service Provider shall be obtained in the event that any third party appointed by the Principal, including but not limited to any charterer of the Service Provider, 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 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 Principal 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 Principal 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 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 Service Provider’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
(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 Principal, 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 Principal.
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.
(a) In consideration of the Services to be provided by the Service Provider to the Principal hereunder, the Principal shall pay to the Service Provider fees on a risk-based model premised on the principle “no cure no pay” and the Service Provider agrees to accept the fees in consideration of the Services provided to the Principal.
(b) Fees are payable by the Principal to the Service Provider upon actual voyage being performed and reconciliation of voyage specific account, it being clarified that the Service Provider supplies the Services to the Principal to contract with the charterers notwithstanding that the Service Provider 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 Service Provider shall be 1.25% 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 Service Provider 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 Service Provider for any travel or other out of pocket expenses which the Service Provider incurs in connection with performing the Services.
(e) The aforesaid sub-clauses of Clause 3.(Compensation and reimbursement) are mutually exclusive.
(a) The Principal shall request the Service Provider for the Services.
(b) SST 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 Service Provider and subject to prior intimation in writing to the Service Provider, 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 Service Provider 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.
The Service Provider 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.
(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 Principal 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 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 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 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 Service Provider 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 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 Principal, 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 Principal’s Confidential Information without the prior written consent of the Principal. The Service Provider 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) SST agrees that since its obligations are of a unique character which give the Principal particular value, the Service Provider's breach of any of such obligations will result in professional misconduct towards the Principal.
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.