Terms of business — SeaFort Maritime

Application of these Terms and Conditions

Revised date: 16 July 2025

A) These General Terms and Conditions (“Terms”) shall be effective from 16 July 2025 and from that date replace and supersede any previous versions of SeaFort Maritime Limited Terms and Conditions.

B) These Terms (“terms and conditions”) represent the sole terms that create a legally binding agreement upon which SeaFort Maritime (the “Company”) provides Services to you (the “Client”). These terms and conditions will exclusively govern the Agreement entered into between the Company and the Client as a result of the Client's acceptance of any which Services provided to it by the Company whether such Services are provided at the Client's request or in response to the Company's offer of Services to the Client.

C) The Client acknowledges and agrees to be legally bound by these Terms through its acceptance and / or continued receipt of the Services. Where the Client acts as a Representative, it warrants and represents that it is duly authorised to accept these Terms on behalf of the Principal and that the Principal shall be equally legally bound by them.

D) The words "Company", "Client", "Principal", "Representative" "Services" and Agreement" used above are defined in Clause 1 below.

E) Attention is drawn specifically to the exclusion and limitation of the Company's liability both in respect of the Services provided and generally as are set out in Clause 7.

1. Definition of Words Used in and Interpretation of these Terms

1.1 In these Terms the following definitions apply:

"Agreement" means any contract or fixture under which the Company agrees to provide Services to the Client, whether such agreement is made orally, in writing or electronically, and including any contract or fixture between the Company and the Client that is contained in or evidenced by the terms of a separate agreement with a third party.

"Ancillary Services" means the ancillary services set out in Clause 2.7.

"Affiliate" means any legal entity that directly or indirectly controls, is controlled by, or is under common control with another entity. For the purposes of this definition, “control” means holding (“possession”), directly or indirectly, more than 50% of the equity interests, securities or voting power of such entity, or having the power to direct its management and policies.

"Broking Services" means the broking services set out in Clause 2.3.

"Company" means the specific company within the Group that has been engaged by the Client to provide Services, or to which the Client has responded in relation to such Services. Unless expressly stated otherwise, this includes the Company’s officers, employees, and agents. For clarity, SeaFort Maritime Limited itself is a holding company and does not trade.

"Client" means the party receiving Services from the Company or requesting such Services, and includes its officers, employees, and agents. Where acting through a Representative, “Client” shall include the Principal being represented.

"Contract" means a contract or contracts, also referred to as fixture, including but not limited to for the sale and purchase (including second-hand, new-building, recycling and financing), towage, or charter (including voyage, time, bareboat and contracts of affreightment) of a Ship.

"Group" means SeaFort Maritime Limited and its Affiliates.

“Fixture” means a contract or contracts including but not limited to for the sale, purchase, construction, towage or charter of a Ship together with negotiations to enter such contracts.

"Data Protection Legislation" means (as they relate to these Terms) (i) the General Data Protection Regulation (EU/2016/679) ("GDPR") and any relevant subordinate legislation in the UK unless and until the GDPR is no longer directly applicable in the UK, and then (ii) any successor legislation to the Data Protection Act 2018.

"Market Reports" means market reports, commentary, catalogues, circulars or literature.

"Negotiations" means any exchange or communication, whether oral or written (including via electronic platforms), conducted by or with the Company in relation to the potential or actual conclusion of a contract or fixture.

"Parties" means together, the Company and the Client (each, individually, a "Party").

"Post Contract Services" means assistance with communications, operational matters and claims arising from the performance of a contract or Fixture alongside the specifications of post contract services set out in Clause 2.4.

"Principal" means the party to a contract or fixture including, as relevant, an owner, operator, seller, buyer, builder or charterer of a Ship and any party guaranteeing the obligations of such a party.

"Representative" means a person or company (including but not limited to a ship manager, charterer, shipbroker or other agent) who is not a Principal but is involved in Negotiations or the conclusion of a contract as an agent on behalf of a Principal.

"Sanctions” means, at all times, all applicable trade and financial sanctions, trade embargoes, laws, regulations and similar measures, including without limitation those imposed by the United Kingdom, United States, European Union or United Nations.

"Services" together, means the Broking Services, Post Contract Services, Dealings and Ancillary Services and also the arranging of Third Party Services.

"Ship" means any type of vessel or floating object or structure or equipment used or intended to be used for any purpose on, in or over water including but not limited to rigs, jack ups, submersibles, and barges.

"Terms" mean the terms and conditions set out in this document.

"Third Party Services" mean the services provided by third parties set out in Clause 2.11.

1.2 Headings in these Terms are for convenience and ease of reference only and shall not affect their interpretation.

1.3 In these Terms, unless the context requires otherwise:

1.3.1 words in the singular shall be deemed to include the plural and vice versa;

1.3.2 references to persons shall include bodies of persons whether corporate or otherwise;

1.3.3 words importing the whole shall be treated as including a reference to any part of the whole;

1.3.4 references to a party includes its successors and permitted assigns;

1.3.5 references to Clauses are references to clauses in these Terms.

2. Services provided by the Company to the Client

2.1. The Company provides Services to the Client when engaged to do so by the Client whether in response to a request from the Client to the Company for Services or to the offer by the Company to the Client of Services. The Company's provision of Services is subject exclusively to these Terms which the Client acknowledges and accepts by its receipt of any Services of the Company.

2.2 Depending upon what service or services the Company is engaged by the Client and agrees with the Client to provide, the Company may provide Broking Services, Dealings, Post Contract Services or Ancillary Services or a combination of the same.

2.3 Broking Service

2.3.1 When engaged to provide Broking Services:

2.3.2 The Company shall act as a broker in relation to Negotiations and the conclusion of contract or fixture.

2.3.3 The role of the Company is to introduce Principals to each other and thereafter to assist the Principals and/or their Representatives in the negotiation and conclusion of contract or fixture between Principals.

2.3.4 The Company shall not be responsible for the performance or non-performance of any party to a contract or fixture, including Principals or third parties, arising from a contract or fixture negotiated through the Company’s Services.

2.3.5 It is the Client’s sole responsibility to

I. decide whether to enter into a contract or fixture with a proposed counterparty and if so, on what terms;

II. assess the validity, enforceability, binding nature and legal standing of the contract or fixture and any related security;

III. seek and obtain security any collateral or guarantees deemed necessary; and

IV. evaluate the financial status or standing, credibility, and intent of any proposed counterparty.

The Company does not undertake any responsibility for the above assessments or outcomes.

2.4 Post-Contract Services

2.4.1When engaged to provide Post Contract Services in addition to Broking Services, the Company shall provide the Client with assistance in relation to communications and operational matters arising from the performance of a contract or fixture.

2.4.2 Unless otherwise agreed in writing, both Broking Services and Post Contract Services shall be provided by the Company on a Negotiation by Negotiation or Contract by Contract basis (as applicable).

2.4.3. In relation to Broking Services and Post Contract Services the Company acts solely as broker and agent for and on behalf of the Client both in relation to any contract or fixture and in all other respects.

2.7 Ancillary Services

When the Company is engaged to provide Ancillary Services:

2.7.1 The Company shall provide services supplementary or ancillary to Broking or Post-Contract Services as may be specifically agreed between the Parties including but not limited to market research and the preparation and making of reports, studies, specific analyses and Market Reports.

2.7.2 The provision of Ancillary Services may be subject to specific provisions (including, without limitation, disclaimers) in addition to these Terms. In the event of, and only to the extent of, a conflict between these Terms and such specific provisions, the latter shall prevail. Otherwise, these Terms or Conditions, including those as to exclusion and limitation of liability and indemnity, shall apply in the same way as to any other Service provided by the Company.

2.8 Non-Exclusive Engagement

2.8.1 Unless expressly agreed to the contrary between the Parties in writing at the time of the Client's engagement of the Company to provide the Services, the Company does not provide its Services to the Client on an exclusive or sole client basis. The Client confirms and agrees that at any time during the provision to it of the Services:

2.8.2 The Company may act without notice to the Client as broker for any additional party or parties or Principal or Principals in relation to the same negotiations, contracts or fixtures in respect of which the Client has engaged the Company or any other negotiations, contracts or fixtures; and

2.8.3 The Company may without restriction to the Client provide any of the Services set out above to any additional party or parties or Principal or Principals, concurrently.

2.9 Group Involvement

2.9.1 The Company may, at its sole discretion, provide the Services to the Client in whole or in part through another Company in the Group. In such circumstances, such other company in the Group shall be entitled to comply to the full benefit and protection of these Terms. The liability of the Company and such other company in the Group shall be joint and several.

2.10 Representative Clients

Where the Client is a Representative, the Principal for which the Client acts shall have the same rights and be bound by the same obligations as set out in these Terms.

2.11 Third Party Services

In the event that a Client requests the Company to use the services of a third party in any way in relation to the Company's provision of Services ("Third Party Services"), the Company will contract with such third party solely as agent for the Client

3. Company Provided Services

3.1 Save in respect of Third Party Services (as to which see Clause 3.6 below), the Company will perform the Services:

3.1.1 In accordance with these Terms;

3.1.2 With the reasonable skill and care expected of a professional broker; and

3.1.3 In accordance with any applicable law or laws governing the Services or their subject-matter.

3.2 When providing Broking Services the Company undertakes to pass on offers, counter-offers and other communications during Negotiations to and from the Client accurately and with reasonable promptness.

3.3 When providing the Services, the Company may deal with Representatives or other intermediaries and not directly with the Principal. In such a case, the Company deals in good faith as to the authority such other party possesses or states that it possesses but does not give any warranty or guarantee or make any representation as to that authority or the existence or validity thereof.

3.4 Whenever the Company provides any information of any sort to the Client in respect of any person or in respect of any Ship or other property (including but not limited to information regarding corporate structure, operational data or financial standing of any party) and whether in relation to a negotiations, contracts or fixtures or otherwise, the following shall apply :

3.4.1 The Company provides the information honestly and in good faith;

3.4.2 The Company does not warrant, guarantee, or represent the accuracy, completeness or nature and reliability of any information provided;

3.4.3 The Client warrants and represents to the Company that it does not and will not rely upon any such information as warranted, guaranteed or represented by the Company as being accurate or otherwise endorsed by the Company as to its content;

3.4.4 The Client warrants and represents to the Company that it accepts that, notwithstanding the Services provided by the Company, it is at all times its sole obligation and responsibility to satisfy itself of any counterparty risk and decide whether to enter into a contract or fixture with the proposed counterparty and on what terms.

3.5 The obligations and responsibilities set out in Clause 3 and at in clause 12 are the sole obligations of the Company to the Client. All other conditions, warranties or terms whether express, implied, statutory, or otherwise are excluded (to the extent permissible in law or under any applicable statute).

3.6 Third Party Services

3.6.1 Where the Company at the Client's request contracts or fixtures with a third party for Third Party Services, it will do so solely as agent for the Client and the following provisions will apply in place of any other provision in these Terms.

3.6.2 The Company's undertakings and obligations in Clause 3.1 to 3.5 will not apply to any Third Party Services provided by the third party under that contract or fixture.

3.6.3 The Client acknowledges and agrees that:

I. the Company bears no obligation or liability with respect to the provision, quality, timing, or outcome of the Third Party Services ; and

II. that the entire risk as to the provision, quality, timeliness, performance and non-performance of the Third Party Services will be borne solely by the Client.

3.6.4 Without limiting the generality of Clause 3.6.2, the Company expressly disclaims all warranties, representations, conditions, and liabilities, whether express, implied, statutory, or otherwise, in relation to Third Party Services, including without limitation:

I. fitness for a particular purpose,

II. merchantability,

III. uninterrupted or error-free performance,

IV. accuracy of results, and

V. the absence of defects (including, without limitation, software errors).

3.7 Market Reports

3.7.1 Any Market Reports, commentary, or similar materials produced / published by the Company or its Group, which may be provided to the Client either in connection with the Services or otherwise are provided solely for general information and as a general convenience only and without any statement, representation or warranty as to their accuracy.

3.7.2 Nothing in the fact of their being provided or in their content constitutes an offer, solicitation, advice or a recommendation of any kind, including without limitation, with respect to the contract, fixture or for any other purposes whatsoever.

3.7.3 The Client acknowledges, agrees and represents to the Company that it will not rely on the Market Reports in making any decision, financial or otherwise, and that any use by the Client of the Market Reports for any purpose shall be at Client's sole risk.

4. The Obligations and Responsibilities of the Client

4.1 The Client will:

4.1.1 Comply with these Terms in so far as they are applicable to it;

4.1.2 Observe good faith at all times in its dealings with the Company; and

4.1.3 Comply with any relevant law (s) and regulations governing the Services or their subject-matter. Comply with all relevant laws and regulations applicable to the Services or their subject matter.

4.2 Information, Instructions and Assistance:

4.2.1 The Client will provide with reasonable promptness all information, instructions and assistance which may be requested by the Company at any time in the performance of the Services;

4.2.2 The Client will take all reasonable care to ensure that any information and instructions provided to the Company by it (directly or through any third party acting on its behalf) is accurate, up to date and complete in all respects and the Client confirms that the Company can rely upon the information and instructions for the purposes of and in connection with the Services;

4.2.3 In the event that there is any change to any information or instructions provided to the Company, the Client will notify the Company of that change immediately;

4.2.4 The Client undertakes and represents that the Company shall be entitled to accept, rely upon and act in accordance with any instructions and information received from the Client (whether verbal, written, or otherwise) in relation to any of the Services without enquiry as to the identity or authority of the person(s) giving or purporting to give such instructions and information.

4.2.5 Where actions or message transmissions need to be taken by the Company by or within a certain time and the Company informs the Client of this, the Client will ensure that all necessary responses, information and instructions are provided by it to the Company in good and sufficient time to permit the Company to take such action or transmit such message as may be required prior to the relevant time limit;

4.2.6. If the Company has requested the Client to use one or more specified e-mail addresses, the Client will use those e-mail addresses. In the event that the Client does not receive a prompt acknowledgement by the Company of receipt of time sensitive messages or claims documentation sent by the Client to the Company, the Client will contact the Company promptly to confirm receipt of such messages. The Company shall have no responsibility for a failure by it to take action in relation to information or instructions contained in a time-sensitive message or claims documentation sent by the Client unless it is sent to the correct e-mail address and receipt of the same has been expressly acknowledged by the Company.

4.3 Accuracy of Communications

The Client will take all reasonable care to avoid inaccuracies or misrepresentations in any messages sent to or copied to the Client by the Company and will carefully review the same on receipt. The Client will promptly advise the Company of any errors, inaccuracies, omissions or misrepresentations in them. The Client shall be solely responsible for any error or misrepresentation (and the consequences thereof) which could and should have been detected by such careful review by the Client and resulting from the failure properly to review messages and the Company shall be under no responsibility for the same. The Company shall have no liability in respect of such errors.

4.4. Compliance with Law

4.4.1. The Client undertakes and represents to the Company that neither the Services requested nor the contract or fixture are unlawful and are not of a nature as could render the provision of the Services in breach of any relevant applicable law, including but not limited to:

I. sanctions imposed by the United Kingdom, United Nations, the European Union, the United States of America or any national government having authority or jurisdiction over the Company, the Group, the Client, a Representative or a Principal;

II. any laws relating to money laundering, bribery and corruption.

4.4.2 If, at any time after Services have been requested or a contract or fixture has been concluded, the Client becomes aware that the Services or the contract or fixture may violate any such applicable law, it must immediately notify the Company.

4.5. Authority and Capacity

4.5.1. The Client further warrants and represents that in the event that, at any time after the request for Services has been made by the Client, a contract or fixture has been concluded, the Client becomes aware that the provision of the Services or the performance of the contract or fixture is or has become or may be in breach of any such relevant law, the Client shall inform the Company immediately.

4.5.1 The client further warrants and represents where acting as Principal, it has full legal capacity and authority to enter into any contract or fixture resulting from the Services;

4.5.2 Where acting as a Representative, it has full authority from the Principal to

I. make offers, counter-offers, representations, and communications;

II. conduct Negotiations; and

III. enter into binding contracts or fixtures on the Principal’s behalf.

4.5.3 Whether acting as Principal or Representative, the Principal has adequate financial and operational resources to perform any contract or fixture resulting from the Services.

4.7 Waiver to Sovereign Immunity

The Client further undertakes, warrants and represents to the Company that it enters into the Agreement with the Company in a commercial capacity and that with respect to the Agreement it is in all respects subject to civil and commercial law and that it irrevocably and unconditionally and to the fullest extent permitted by law waives any rights of sovereign immunity which it may have now or which it may subsequently acquire in respect of its position or any property and/or assets (present or subsequently acquired and wherever located) belonging to it.

5. Fees Payable for the Company's Broking and Post-Contract Services

5.1 Fees Payable for the Company's Broking and Post-Contract Services

5.1.1 The Client shall pay or procure payment of fees to the Company for the Services provided in respect of each contract or fixture concluded arising out of or in connection with the provision of Services ("Fees"). The fees will be in the form of a percentage of the freight, hire, or purchase price or other payments or remuneration due under the relevant contract or fixture as the case may be and as set out further below.

5.2 The Fees shall be:

5.2.1 As specifically agreed verbally, electronically or in writing between the Parties; or

5.2.2 As contained in and evidenced by the commission clause or other agreement in the contract or fixture concluded between the Client (or its Principal) and a third party; or

5.2.3 A combination of specific agreement and commission clause or agreement in the contract or fixture as referred to in Clauses 5.2.1 and 5.2.2; or

5.2.4 If Clauses 5.2.1, 5.2.2 or 5.2.3 are not applicable or in the absence of such terms, a reasonable fee based on the Parties' previous course of dealing (if any), or in the absence of any relevant course of dealing in accordance with market practice.

5.3 Taxes and Duties

All Fees are exclusive of any applicable taxes or duties. The Client shall be responsible for paying all such taxes or duties in addition to the Fees.

5.4 Fee Triggers by Contract or Fixture Types

Unless otherwise expressly agreed between the Parties in writing:

5.4.1. Fees payable on voyage charters are due and payable as a percentage of sums due in respect of freight, which shall include all items that comprise the freight rate, and also of sums due as or in respect of deadfreight, detention monies, deviation costs and demurrage (whether or not so provided for in the charter commission clause).

5.4.2. Fees payable on time charters are due and payable on the hire payable under the charter or damages for non-payment of hire, if any, and any continuation or extension of the charter (whether or not so provided for in the charter commission clause).

5.4.3. Fees payable on ship sale and purchase transactions are due and payable on the gross purchase price or construction cost as the case may be including any extras and any mobilisation, demobilisation and commissioning costs (whether or not so provided for in the commission clause or other agreement in the contract or fixture).

5.5 Additional Scenarios Where Fees Apply

The Client shall pay Fees, calculated as set out above, to the Company in respect of the following (whether or not provided for in the commission clause or other agreement in the contract or fixture):

5.5.1. Any subsequent renewal or extension of any contract or fixture;

5.5.2. Any optional further contract or fixture arising out of or in connection with any such contract or fixture; and

5.5.3. Any contract or fixture where the Client or a party to the contract or fixture for whom the Client was Representative nominates a person to perform the same in the Client's or in such party's stead.

5.6 Subsequent Contracts or Fixtures

Where Services are provided to the Client, the Client will be deemed to have engaged the Company in relation to any subsequent contract or fixture that arises in connection with those Services whether or not the contract or fixture has been concluded through the Company and Fees shall be payable in full and in the same manner as if the contract or fixture had been concluded through the Company.

5.7 Cancelled or Amended Contracts or Fixtures

If a contract or fixture is cancelled, terminated or modified in such manner as would deprive the Company of its Fees, the Client shall be liable to make such payment in respect of Fees as will ensure that the Company is placed in no worse position than if such cancellation, termination or modification had not taken place.

5.8 Responsibility for Payment

Unless otherwise expressly agreed in writing by a director of the Company, the Client shall in all circumstances be responsible to the Company for the full and timely payment of the Fees.

5.9 Payment Procedure

If and to the extent that the Client is responsible for the payment of the Fees, payment shall be made by the Client in accordance with Clause 6 below.

5.10 Payment via Third Party

If the Client's responsibility for the payment of the Charges is to be discharged (whether wholly or partly) by a third party under a commission clause or other agreement in the contract or fixture (or otherwise):

I. The Client will take all necessary steps to ensure the prompt payment of the Fees; and

II. in the event of any default or delay in payment by the third party the Client will be liable itself to pay the Fees in full to the Company on demand by the Company.

5.11 Fees for Ancillary Services

If Ancillary Services are provided by the Company, the Client will be liable to pay:

I. Such fee as has been specifically agreed; or

II. in the absence of agreement, a reasonable fee based on the Parties' previous course of dealing (if any), or in the absence of any relevant course of dealing, in accordance with market practice.

5.12 Fees for Third Party Services

The Client will be liable to pay any fees due to third parties as has been agreed with the Third Party and the Client with reference to Third Party Services.

6. Payment of Fees

6.1 Unless otherwise agreed in writing, the Client shall pay each invoice submitted by the Company within thirty (30) days of each invoice date ("Due Date") without set-off (statutory or otherwise), deduction, counterclaim, abatement or discount and notwithstanding the existence of any claim or dispute including but not limited to any disputes in respect of off-hire, demurrage and breach of contract or fixture claims between the Client and any other party or under the contract, fixture or otherwise.

6.2 Where payment of the Fees is not made on the Due Date and without prejudice to the Company's rights, the Company will be entitled to charge interest on the overdue amount at the annual rate of 3% per annum above the base rate from time to time of HSBC Bank plc calculated on actual/360 day basis, compounded monthly and accrued from the Due Date until the date of payment whether before or after judgment (a part of a month being treated as a full month for the purpose of calculating such interest).

6.3 Time shall be of the essence. Any failure by the Client to pay in strict accordance compliance with this Clause shall entitle the Company, at its sole discretion, to:

I. treat the Client as being in material breach of the Agreement;

II. to terminate the Agreement; and

III. claim all damages for loss of benefit of the Agreement.

6.4 Unless otherwise agreed in writing, the Client shall pay any invoice submitted by the Third Party in accordance with the Third Party payment terms directly to the Third Party.

7. Exclusion and Limitation of Liability

7.1 Notwithstanding anything contained elsewhere in these Terms, the Client accepts and agrees to the following provisions excluding and limiting the liability of the Company (and of any other company within the Group).

7.2 Neither the Company (nor any other company within the Group) shall be liable for:

7.2.1 Loss of profits, loss of revenue, loss of anticipated savings, loss of use, loss of or interruption to business, loss of market reputation, loss of goodwill, loss of opportunity, loss of / corruption of data or interruption of business, loss of / errors in or in relation to documents and/or data;

7.2.2 Loss caused by any event or cause that the Company was unable to avoid and/or the consequences of which could not have been prevented by the exercise of reasonable diligence;

7.2.3 Loss which was not solely caused by the act or omission of the Company; and

7.2.4 Any indirect or consequential loss.

7.3 The total liability of the Company and of the Group and any and all companies within it arising out of or in way in connection with the Services shall in no circumstances exceed the lower of the following aggregate figures:

7.3.1 The amount of Fees payable to the Company by the Client in respect of the Services in connection with which the claim arises; or

7.3.2 The sum of GBP 500,000.

7.4 The Client will save, indemnify, defend and hold harmless the Company and the Group and any and all companies within it from and against claims, loss, damage, costs (including legal costs), expenses and liabilities, (including without limitation liability to third parties) of any kind whatsoever and by whomsoever made in excess of the maximum liability provided for under Clause 7.3.

7.5 The exclusions from and limitation of liability set out and above together with the indemnity and hold harmless obligation set out above shall apply irrespective of cause and notwithstanding the breach of contract or fixture, negligence, breach of duty or other failure of any kind of the Company (or of any other company within the Group) or of the Company's (or other such company's) employees, agents or sub-contractors and shall apply:

I. regardless of the cause of action, whether in contract or fixture, tort (including negligence), breach of statutory duty, or otherwise;

II. irrespective of breach of contract or fixture or under or in respect of any other cause of action in law or in equity, fault, negligence, or omission by the Company or any company within the Group, or by their respective employees, agents, or subcontractors.

7.6 The Client undertakes, warrants and represents to the Company that it has specifically considered the limits and exclusions of liability and the indemnity set out in this Clause (and in Clause 8 below) and that it considers them to be fair and reasonable and a commercial allocation of risk in relation to the consequences of having regard to the nature of the Services, the Fees paid for such Services by the Client and all other circumstances relating to the Services known to the Client and the Company at the time of entering into the Agreement.

7.7 However, nothing in this Clause will limit or exclude the liability of the Company (or of any other company within the Group) for fraud or fraudulent misrepresentation or for death or personal injury caused by the negligence of the Company or such other company.

8. Client's Obligation to Indemnify the Company

8.1 Without prejudice to any of the other terms in this provision and notwithstanding anything contained elsewhere in these Terms, the Client accepts and agrees to the following provisions obliging it to bear responsibility for and to indemnify the Company (and any other company within the Group) in respect of the matters set out below.

8.2 The Client shall save, indemnify, defend and hold harmless the Company and its Group from and against all claims, loss, damage, costs (including legal costs), expenses and liabilities, (including without limitation liability to third parties) of any kind whatsoever arising out of or in connection with:

8.2.1 the Company or any company within the Group acting in consequence of the Client's instructions;

8.2.2 any breach by the Client of any obligation contained or undertaking or representation in these Terms or the negligence of the Client;

8.2.3 any duties, taxes, fines, penalties or charges levied by any authority in relation to the Services;

8.2.4 any Third Party Services arranged or contracted by the Company at the Client’s request;

8.2.5 any liability assumed or incurred by the Company or any company within the Group to any other party as a result of carrying out the Client's instructions.

8.3 If the Client becomes aware of any claims, complaints, disputes, facts or circumstance which might involve litigation, arbitration or other proceedings in connection to or concerning the subject matter of the contract or fixture or the Services provided, the Client shall immediately inform the Company.

9. Termination of the Agreement

9.1 Without prejudice to its other legal and equitable rights of termination in law and remedies and abilities to claim damages, the Company shall be entitled to terminate the Agreement with immediate effect and without any liability whatsoever on its part by giving written notice to the Client where:

9.1.1 The Client commits a material breach of any term of the Agreement;

9.1.2 The Client commits any breach whatsoever of the contract or fixture which is capable of being remedied and where the Client fails to remedy the breach within five working (5) days of the receipt of a request in writing from the Company to do so;

9.1.3 The Client fails in any respect to make payment strictly in accordance with the provisions of Clause 6;

9.1.4 The Client has a change of Control;

9.1.5 The Client summons a meeting of its creditors, makes a proposal for a voluntary arrangement, becomes subject to a voluntary arrangement, is unable to pay its debts when they become due, has a receiver, manager or administrative receiver or a provisional liquidator or administrator appointed over any of its assets, or is the subject of an application for administration filed at any court or a notice of intention to appoint an administrator or has passed a resolution for winding up, or is subject to any notice or application in respect of an administrator or is subject to or undergoes any analogous act, process or proceedings under any applicable law; or

9.1.6 The Company in its absolute, and sole discretion reasonably believes that the provision of the Services or the performance of the contract or fixture, as the case may be, may breach any applicable law or regulation.

9.2 Without prejudice to any other rights including rights as to damages, if the Agreement is terminated or cancelled whether under the provisions of this Clause or otherwise howsoever by the Company or by the Client:

9.2.1 The Client will pay the Company all Fees earned and recoverable costs incurred in respect of the Services performed up to the date of the termination or cancellation (as applicable) of the Services; and

9.2.2 The Client shall also pay any reasonable costs and/or expenses incurred by the Company as a result of the termination or cancellation;

9.2.3 Thereafter the Client will remain liable to pay to the Company any Fees which become due and payable after the date of termination of the Services in respect of:

I. Any contract or fixture concluded on or before the date of termination; and

II. which arise after the date of termination of the Services following performance of the Services prior to the date of termination of the Services, regardless of when such contract or fixture are formally concluded.

10. Force Majeure

10.1 Neither Party shall be liable for any failure to perform or delay in performance of its obligations under the Agreement hereunder if and in so far as and for so long as such performance is delayed or prevented by the other's acts or omissions, or by circumstances beyond its reasonable control including but not limited to strikes, lockouts, labour disputes of any kind (whether relating to its own employees or others), fire, flood, explosion, natural catastrophe, military operations, blockade, sabotage, revolution, riot, civil commotion, war or civil war whether declared or undeclared not, terrorism, adverse weather or prolonged power failure or similar event (each, an "Event of Force Majeure").

10.2 Notwithstanding the above and for the avoidance of doubt, an Event of Force Majeure shall not excuse any payment obligations of the Client under the Agreement.

10.3 In the event that the circumstances constituting Force Majeure continue for an uninterrupted period of ninety (90) days, either party may terminate the Agreement immediately by giving written notice to the other party.

11. Confidentiality

11.1 Where a Party is given information (the "Receiving Party") stated by the other Party (the "Disclosing Party") to be of a confidential basis or where it is expressly agreed that a contract or fixture is confidential (in either case "Confidential Information") the Receiving Party shall hold that Confidential Information in confidence and shall not disclose it to any other party without prior permission from the Disclosing Party. This obligation shall not however extend to information which:

I. was already or becomes known to the Receiving Party through other sources not subject to such an obligation of confidentiality;

II. is or becomes known to the market generally other than as a result of a breach of this obligation; and

III. the Receiving Party is obliged to disclose pursuant to an order of a court or other such authority.

11.2 The Receiving Party may disclose Confidential Information to those of its officers, employees, Affiliates and professional advisers who:

I. reasonably need to receive the Confidential Information to enable the Receiving Party to perform the Services; and

II. who have been informed by the Receiving Party of the confidential nature of the Confidential Information.

11.3 The Receiving Party may also disclose Confidential Information to those of its officers, employees and Affiliates who reasonably need to receive the Confidential Information to market the Company's and its Affiliates' services to the Disclosing Party or its Affiliates, provided always that such disclosures are limited, appropriate, and in line with customary professional conduct.

11.4 The Client consents to the Company including the Client's name, trademark and/or logo on the Company's website and other promotional materials for marketing purposes otherwise agreed in writing.

11.5 In all cases the obligation of confidentiality shall be deemed to end one (1) year after the end of performance of the contract or fixture in question or in the absence of a concluded contract or fixture one year from the end of the Negotiations.

11.6 If the Parties have entered into a non-disclosure agreement ("NDA") regarding the disclosure of Confidential Information, the terms and conditions of the NDA shall apply regarding such disclosure to the exclusion of this Clause.

12. Data Protection

12.1 Definitions for the purposes of Clause 12:

12.1.1 "Agreed Purpose" means providing, receiving or requesting Services under this Agreement;

12.1.2 "Data Breach" means any unauthorised or unlawful access, disclosure, alteration and/or destruction or any misappropriation in any case by a third party of or in relation to Supplied Personal Data;

12.1.3 “Data Protection Legislation” means:

the General Data Protection Regulation (EU/2016/679) ("GDPR") and any applicable subordinate, implementing or supplementary legislation in the United Kingdom unless and until the GDPR is no longer directly applicable in the UK (including the Data Protection Act 2018 and predecessors). Terms such as “Controller,” “Personal Data” and “Data Subject” shall have the meanings given to them under the applicable Data Protection Legislation; and then any successor or equivalent legislation applicable in the jurisdiction in which the Services are provided.

12.1.4 "Permitted Recipients" means the Parties to this Agreement, their employees and any third parties engaged in connection with the Services; and

12.1.5 "Supplied Personal Data" in relation to a Data Subject means his or her email address, phone number and any other Personal Data shared in the performance of the Agreement.

12.2 Compliance as Controllers

1.2.1 Each party acknowledges that it may disclose Supplied Personal Data that it has collected to the other party and accordingly each party shall comply with its obligations as an independent Controller under the Data Protection Legislation. The parties also acknowledge that it is not their intention to be considered joint Controllers in relation to any Personal Data. Each party shall also:

I. as provider, ensure (by means of appropriate notices, consents or otherwise) that the Supplied Personal Data it provides is lawfully transferred to and for use by the other party;

II. as receiver of Supplied Personal Data, process it only for the Agreed Purpose and not disclose or allow access to it to anyone other than the Permitted Recipients;

III. ensure that all Permitted Recipients are subject to appropriate written obligations (including as to confidentiality) concerning the Supplied Personal Data;

IV. comply with the rights of Data Subjects whose Personal Data is processed under this Agreement including (but not limited to) rights of access, rectification, erasure, restriction, objection, and data portability;

V. ensure that it has in place appropriate technical and organisational measures to protect the security, confidentiality and integrity of the Supplied Personal Data and notify the other party without undue delay on becoming aware of a Data Breach; and

VI. not transfer any Personal Data received from the other outside the EEA except in conformity with the Data Protection Legislation.

12.3 Mutual Assistance and Cooperation

12.3.1. Each Party will provide reasonable assistance to the other in complying with the Data Protection Legislation and accordingly will:

I. consult with the other on any notices to Data Subjects concerning Supplied Personal Data;

II. promptly inform the other on receipt of a Data Subject access or other request;

III. not disclose or release any Supplied Personal Data in response to a Data Subject access request without first consulting the other party wherever possible;

IV. assist the other party at that other's cost and request in relation to security, breach notifications and consultations with supervisory authorities or regulators; and

V. maintain records and information reasonably necessary to show compliance with this clause 12.

12.4 The Company may record telephone conversations at any time without prior notice to the Client for record-keeping purposes so as to resolve complaints and disputes or to improve its service or training standards but not to pass or share with Third Parties and will be treated internally as well as confidential.13. Intellectual Property Rights

13.1 All Intellectual Property Rights in or arising out of the Services belong to the Company and/or other companies within the Group and/or its third party licensors.

13.2 For the purpose of these Terms, Intellectual Property Rights means:

13.2.1 any copyright, design rights, patents, inventions, logos, business names, service marks and trademarks, internet domain names, moral rights, rights in databases, data, source codes, reports, drawings, specifications, know how, business methods, trade secrets, circuit topography rights, whether registered or unregistered, rights in the nature of unfair competition, confidentiality and the right to sue for passing off;

13.2.2 applications for registration, and the right to apply for registration or renewal, for any of these rights; and

13.2.3 all other intellectual property rights and equivalent or similar forms of protection existing anywhere in the world, whether now known or subsequently created.

14. Notices

14.1 Any notice to be given hereunder or otherwise in relation to the Services shall be in writing and shall be deemed to have been duly given if sent or delivered to the Party concerned at such address as the Party may from time to time notify in writing or to the correct facsimile number or electronic mail address (as notified by the receiving Party) and shall be deemed to have been served, if sent by first class post, 48 hours after posting and in the case of a facsimile transmission on the following day or in case of electronic mail on the same date.

15. Time Bar in Respect of Claims by the Client

15.1 Any claim against the Company or any Group company or their employees, servants and agents must be made in writing and notified to the Company within fourteen (14) days of the date on which the Client became aware or ought reasonably to have become aware of the circumstances giving rise to the claim and any claim not so notified shall be deemed irrevocably waived and absolutely time barred and the Company discharged from all liability in respect of it.

15.2 In any event, the Company, any Group company, and their respective employees, servants, and agents shall in any event be discharged of all liability for any claim arising out of or in connection with the provision of the Services unless arbitration proceedings are commenced against the Company in accordance with Clause 17.2 within one (1) year of the end of performance of the contract or fixture or in the absence of a concluded contract or fixture one year from the end of the Negotiations. If arbitration proceedings are not commenced in respect of a claim before the expiry of this period, such claim shall be waived and absolutely time barred.

16. Miscellaneous

16.1 If any term of the Agreement including but not limited to any Clause of these Terms is held by any competent authority to be invalid, illegal or unenforceable, in whole or in part, the validity, legality and enforceability of the other clauses in this Agreement and Terms shall not be affected.

16.2 The Company shall provide the Services to the Client as an independent contractor and not as the Client's employee, agent, or partner of the Client. Nothing in these Conditions shall constitute, or be deemed to constitute, a partnership or joint venture between the Parties for any purpose.

16.3 The rights and remedies of the Company under the Agreement shall not be diminished, waived, or extinguished by the granting of any indulgence, forbearance or extension of time by the Company in asserting any such rights or remedies.

16.4 A person, company or other legal entity that is not a party to the Agreement shall neither have nor acquire, whether by virtue of the Contracts (Rights of Third Parties) Act 1999 or otherwise, any rights in relation to the Agreement.

16.5 The parties hereto may rescind or vary the Agreement, whether in whole or in part, without the consent of any third party.

16.6 The Client agrees to be bound by these Terms to the exclusion of all warranties, conditions and other terms, whether express, implied, statutory or otherwise. The Company and its Group shall be entitled to the benefit of such implied terms as might ordinarily be held to apply to the Agreement for the protection of the Company.

16.7 The Company has a general lien on all documents in its possession or control for all sums due from the Client to the Company whether arising out of the contract or fixture, this Agreement or otherwise.

16.8 Nothing in these Terms shall prevent the Company from enforcing a clause conferring a benefit on them as a third party in the terms of a contract or fixture between the Client and a third party.

17. Governing Law and Dispute Resolution

17.1 This Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter shall be governed by and construed in accordance with the laws of England and Wales in accordance with the Arbitration Act 2025.

17.2 Any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity, or termination, shall be referred to and finally resolved by arbitration under the rules of the London Maritime Arbitrators Association (LMAA), which rules are deemed to be incorporated by reference into this clause.

17.3 The tribunal shall consist of three arbitrators. Each party shall appoint one arbitrator, and the two arbitrators so appointed shall appoint a third. If a party fails to appoint an arbitrator within 14 days of receiving notice of the other party’s appointment, the appointing authority shall be the President of the LMAA. The seat of arbitration shall be London, and the language of the arbitration shall be English.

17.4 Where the amount in dispute is less than USD 100,000 (or such other threshold as mutually agreed in writing), the arbitration shall proceed in accordance with the LMAA Small Claims Procedure current at the time arbitration is commenced.

17.5 Notwithstanding the above, the Company retains the right to pursue injunctive relief or claims for non-payment in the courts of England and Wales, and the Client irrevocably submits to the exclusive jurisdiction of those courts for such purposes.

17.6 The parties agree that arbitration proceedings and related disclosures shall remain confidential unless disclosure is required by law or regulatory obligation.