Stann Marine Ltd (“Stann”) Terms and Conditions of Service
1.1. "Client" means the company, entity or person to whom Stann shall provide the agreed Services and/or the instructing party and/or the party responsible for settlement of Stann’s fees.
1.2. "Services" means those tasks carried out by Stann as agent for the Client, as agreed.
1.3. “Terms” means these terms and conditions of service.
2. Agreement to Terms
2.1. The Client acknowledges on instructing Stann that he has sufficient notice of and is bound by the Terms.
2.2. Stann reserves the right from time to time to amend the Terms in its sole discretion. Written notice shall be provided to the Client of any such amendment, which shall come into force 30 days after being made.
2.3. If a separate written agreement is concluded between Stann and the Client, its terms shall prevail if they are in conflict with the Terms.
3. Conditions of Appointment
3.1. The Client acknowledges that:
3.1.1. Stann shall act at all times solely in the capacity of an agent for the Client and not as a principal;
3.1.2. Stann may also act as an agent for other clients; and
3.1.3. Stann may refuse to accept or withdraw from an instruction in its sole discretion.
4.1. Stann is authorised to decide which actions are reasonably required in connection with providing the Services.
5. Client Warranties
5.1. It is a condition precedent, and the Client warrants, of any matter and/or instruction that the Client has some legal, equitable, physical or financial interest therein.
5.2. The Client warrants that it has authority to instruct Stann and undertakes to provide immediate written notification if it loses such authority.
5.3. The Client warrants that the instruction is lawful and does not contravene and AntiBribery, Proceeds of Crime, Money Laundering and/or Sanctions legislation (OFAC/UN/EU/UK) or any other relevant legislation.
6. Client Duties
6.1. The Client shall:
6.1.1. assist Stann by providing all relevant full disclosure, documentation, information and access to relevant persons that may be reasonably required by Stann;
6.1.2. immediately inform Stann of any material change in circumstances that could affect the provision of Services;
6.1.3. not, while the Services are still being provided, negotiate in connection with or deal with the subject matter directly without Stann’s written agreement;
6.1.4. if so requested, in accordance with clause 8, make any payment on account prior to the commencement of Services.
6.1.5. pay the fees and disbursements of Stann in accordance with clause 8; and
6.1.6. pay any interest accruing on fees and any collection fee levied, in accordance with clause 8.
7. Third Parties & Sub-Agents
7.1. Stann is authorised to appoint third party experts as it deems appropriate for undertaking the Services for the Client.
7.2. At all times the Client shall remain liable for any third party’s fees and any such third party shall at all times act as an agent of the Client.
8. Fees, Payments and Interest
8.1. Stann reserves the right to require payments on account prior to commencing the agreed Services and shall invoice the Client accordingly.
8.2. As per clause 6, the Client shall pay fees and disbursements of Stann, which shall be notified to the Client by invoice. Stann shall, at its sole discretion, issue interim invoices.
8.3. All invoices must be paid within 30 days of the invoice issue date.
8.4. If invoices are not paid as per 8.3, Stann may charge interest and a collection fee on any invoiced sums overdue, in accordance with the Late Payment of Commercial Debts (Interest) Act 1998.
9.1. Either party may terminate the Services at its absolute discretion by giving written notice, however, the Client shall remain liable to pay any fees up to the date of termination.
9.2. The Services will also be terminated if either party becomes bankrupt/insolvent, is wound up or is sold.
9.3. If such termination is due to the bankruptcy/insolvency, winding up or sale of the Client, Stann shall have an absolute right to set off any monies and / or to receive any payments ultimately due to the Client in order to satisfy Stann's fees and expenses.
9.4. In the event of voluntary termination:
9.4.1. the Client shall remain liable as principal for any personal obligations of Stann pursuant to the provision of Services, including but not limited to payment of fees and disbursements and to settlement of any personal guarantees (e.g. General Average and Salvage) extant at the material time;
9.4.2. in respect of Services provided on a contingency basis, Stann shall be entitled to be paid the fee that would reasonably have been paid had the Services been provided in full.
9.5. Both parties shall remain bound by all obligations arising under these Terms following termination.
10.1. Stann shall not be liable for any loss or damage to the Clients or third parties arising in connection with providing the Services, save to the extent caused by Stann’s own negligence.
10.2. Stann’s liability for any and all losses whatsoever shall be limited to 10 times the fees paid for the Services or £2,000,000.00, whichever is the lower.
10.3. No claim shall be commenced against Stann by the Client and the Client shall be deemed to have irrevocably waived any right to claim after the expiry of one year from the date when that claim arose.
10.4. If any claim is made by a third party against Stann in connection with such loss or damage, the Client shall, at Stann’s request, indemnify and hold Stann harmless and/or provide any assistance Stann may reasonably require.
11. Third Party Rights
11.1. These Terms set out the rights and obligations of the Client and Stann only. No third party shall have any right under the Contracts (Rights of Third Parties) Act 1999 to enforce any of the Terms.
12. Force Majeure
12.1. Neither the Client nor Stann shall be liable to the other for failure to fulfil its duties arising under these Terms due to causes beyond its reasonable control, save that all accrued fees shall remain payable in accordance with clause 8
13.1. Any personal, proprietary or intellectual property belonging to either the Client or to Stann shall at all times, even surviving termination of Services, remain the sole property of that party.
13.2. Neither party shall divulge any details of the Terms, the subject matter in respect of which Service have been provided, or any data in relation thereto, including but not limited to personal data to any third party save that such information may be released:
13.2.1. with the agreement of the relevant party;
13.2.2. if it is already in the public domain;
13.2.3. if required by law, whether statutory, by reason of Court Order or otherwise; or
13.2.4. if reasonably required a third party or sub-Agent in order for the Services to be properly performed.
14. Law & Jurisdiction
14.1. These Terms shall be governed by and construed in accordance with English Law and any dispute arising thereunder shall be referred to arbitration in London in accordance with the Arbitration Act 1996 or any modification thereof.
14.2. Any dispute shall be conducted and resolved in accordance with LMAA Terms in effect at the material time. The Reference shall be to three arbitrators or, if agreed between the parties, to a sole arbitrator. All procedural steps shall be in accordance with LMAA terms.
14.3. Claims falling within the LMAA’s stated financial limit shall be conducted in accordance with LMAA Small Claims Procedure in effect at the material time.
14.4. The parties may jointly agree to proceed to Mediation.