All business undertaken in the name of Marine Compliance Limited is undertaken in accordance with the following standard terms and conditions.
1. Interpretation and Definitions
a) Marine Compliance Limited is a private limited company incorporated in the United Kingdom. These terms and conditions apply to all business conducted in the name of Marine Compliance Limited by any of its directors, employees, or authorised subcontractors. b) “Client” shall mean any person, corporate body, firm, or authority commissioning or purchasing Services from Marine Compliance Limited. c) “Contract” shall mean the contract for the supply of Services by Marine Compliance Limited to the Client. d) “Contract Period” shall mean the period during which Marine Compliance Limited shall provide Services for the Client. e) “Report” means any audit report, findings document, statement, or memorandum supplied by the Auditor or Consultant in connection with instructions received from the Client. f) “Disbursements” means the cost of all out-of-pocket expenses including materials, travel, subsistence, and hotel accommodation where an overnight stay is reasonably necessary. g) “Fees” means the remuneration charged by Marine Compliance Limited to the Client, inclusive of any Value Added Tax (VAT) where appropriate at the rate applicable at the date of invoice, together with all Disbursements. h) “Audit Services” shall mean any activity undertaken by Marine Compliance Limited on behalf of or as directed by the Client involving safety management system (SMS) reviews, operational audits, fleet compliance assessments, and advisory evaluations of the Client’s vessels, operations, or shore-based procedures. i) “Consultancy Services” shall mean any other agreed function within the scope of work which may or may not relate directly to a vessel. j) “Electronic Communication” shall mean any transmission of data, information, documents, templates, SMS, instant messages, emails, or digital correspondence utilised in connection with the Services. k) “Safety Management System (SMS) Documents” shall mean any online templates, digital manuals, safety policies, procedures, or written documentation supplied, downloaded, or adapted for operational use by the Client.
2. Application and Incorporation
a) All instructions received, bookings made, templates downloaded, or Services undertaken by Marine Compliance Limited shall be governed exclusively by these terms and conditions, to the exclusion of any other terms, conditions, or general conditions of purchase which the Client may seek to impose, incorporate, or reference. b) By instructing Marine Compliance Limited, commissioning any audit or consultancy work, purchasing or downloading any digital document or Safety Management System (SMS) template, or accepting delivery of any Report or deliverable, the Client is deemed to have read, understood, and unconditionally accepted these terms and conditions in their entirety.
3. Scope of Work and Instructions
The Client may give instructions to Marine Compliance Limited in writing, via email, via other Electronic Communications, or orally (including by telephone). Where instructions are given orally, Marine Compliance Limited shall endeavour to confirm the agreed scope in writing (including via email) where practicable. Once agreed or acted upon, any subsequent variations or additions must be agreed by both parties in writing or via Electronic Communication.
4. Terms of Payment
The Client shall pay all Fees punctually in accordance with these Conditions, and in any event not later than fourteen (14) days following the relevant invoice date, or in such other manner as may have been agreed in writing between the parties. Any delay in payment after thirty (30) days shall entitle Marine Compliance Limited to claim statutory interest and compensation pursuant to the Late Payment of Commercial Debts (Interest) Act 1998 in respect of all commercial debts at the prevailing statutory rate above the Bank of England base rate, alongside fixed debt recovery costs as prescribed by statute. Non-payment of Fees shall automatically operate to withhold the issue of audit reports, documentation, or deliverables provided by Marine Compliance Limited.
5. Obligations and Responsibilities
Client a) The Client undertakes to ensure that full and prompt instructions are given to Marine Compliance Limited in sufficient time to enable the required Services to be performed effectively and efficiently, and to procure all necessary access for Marine Compliance Limited representatives to goods, premises, vessels, installations, and transport. b) The Client undertakes to ensure that all appropriate safety measures are implemented to provide safe and secure access to the vessel or site and safe working conditions therein. In circumstances where safe working arrangements are found not to be in place, the Client may be liable for additional fees in respect of any aborted visit or consequential loss of working time. c) The Client agrees to disclose to Marine Compliance Limited all relevant information within their knowledge or to which they have access concerning the scope of work. d) The Client agrees that Marine Compliance Limited shall maintain such records in electronic or paper format as required. e) The Client acknowledges sole operational responsibility for the customisation, implementation, maintenance, and practical application of any Safety Management System (SMS) documents, templates, or procedures supplied by Marine Compliance Limited, and warrants that they shall be fully tailored and rendered suitable for the Client’s specific vessels, operations, and statutory obligations.
Marine Compliance Limited (a) Shall exercise reasonable care and skill in the performance of the Services in accordance with sound marine auditing and consulting practice. (b) Shall submit a final written audit Report to the Client for their sole use following completion of the agreed Services, detailing findings, observations, and non-conformities arising from the audit or review, unless otherwise expressly instructed by the Client. (c) Marine Compliance Limited undertakes not to disclose any confidential information provided by the Client to any third party nor permit access thereto unless the Client expressly grants permission, save where required to do so by an order of a court of competent jurisdiction. (d) The intellectual property rights and ownership in respect of all original work and records, including any information recorded or electronically created by Marine Compliance Limited, shall remain vested in Marine Compliance Limited and shall not be utilised by the Client for any purpose outside the agreed scope of work. No rights are transferred to any third party. (e) Marine Compliance Limited shall promptly notify the Client of any matter, including conflict of interest or lack of suitable qualifications and experience, which would render it undesirable to continue its involvement with the appointment, whereupon the Client shall remain responsible for the payment of all Fees accrued to the date of such notification.
6. Limitations and Exclusions
a) Unless expressly stated otherwise in writing, no guarantee is given against faulty design, latent defects, the suitability of any vessel or item for a particular purpose, or compliance with any local, national, or international requirement, regulation, or code of practice. b) All services and reports are provided on the basis that they offer no warranty or guarantee regarding ownership, title, freedom from mortgages, charges, encumbrances, or maritime liens. c) All services and reports are provided based upon the professional opinion of the author, which may rely upon research and information gathered from external sources and publications reasonably relied upon by the author; no assurances can be given as to the absolute reliability of the same. d) Pursuant to the scope of work, Marine Compliance Limited shall inspect vessels, documentation, and safety management systems as thoroughly as is reasonably practicable in the condition presented at the time of examination. The auditor is not obliged to comment upon every minor matter but shall endeavour to highlight issues which may become more serious. e) The Client accepts that audits and subsequent reports cannot cover hidden, unexposed, or inaccessible areas of a vessel, system, or operational practice. f) Audit Sampling and Findings: The Client acknowledges and agrees that audit services are conducted on a sampling basis, involving the selective examination of documentation, procedures, systems, and physical arrangements available or presented at the time of the review. Consequently, audits and subsequent Reports cannot and do not guarantee the identification of all existing non-conformities, deficiencies, or departures from standards. The absence of any adverse finding, non-conformity, or observation in a Report does not imply, warrant, or certify that none exist. g) Where Marine Compliance Limited agrees to undertake protective or preventative services, this in no way relieves or transfers the Client’s general statutory duties or responsibilities under the Merchant Shipping Acts or applicable maritime legislation. h) Online Templates and Electronic Transmissions: Any online forms, digital templates, SMS text messages, email correspondence, or electronic tools provided by Marine Compliance Limited are intended for guidance, administrative convenience, or preliminary communication only. They shall not constitute a formal audit or binding technical appraisal unless explicitly verified and re-issued as a formal signed Report. i) Safety Management System (SMS) Templates and Audit Outcomes: Safety Management System documents, manuals, and templates provided by Marine Compliance Limited are supplied strictly as structural guidelines. Marine Compliance Limited accepts no liability whatsoever for the operational adequacy, regulatory compliance, or successful outcome of any external or statutory audit (including MCA, Flag State, port authority, or third-party inspections) resulting from the use, implementation, or failure of such templates or previous audit findings. Ultimate legal responsibility for compliance and audit success rests entirely with the vessel owner, operator, and designated person.
7. Limitation of Liability
a) Without prejudice to Clause 8, Marine Compliance Limited shall be under no liability whatsoever to the Client for any loss, damage, delay, or expense of any nature whatsoever, whether direct or indirect and howsoever arising, unless proved to have resulted solely from the negligence, gross negligence, or wilful default of Marine Compliance Limited or any of its employees, agents, or authorised subcontractors. b) Any claim by the Client alleging a breach of Marine Compliance Limited’s obligations under this agreement must be notified in writing as soon as reasonably practicable, and in any event no later than fourteen (14) days after the Client becomes aware of the breach. Where the breach is capable of remedy, Marine Compliance Limited must be afforded every reasonable opportunity to rectify the matter at its own expense. c) In the event that the Client establishes that loss, damage, delay, or expense was caused by the negligence, gross negligence, or wilful default of Marine Compliance Limited, then—save where loss, damage, delay, or expense has resulted from a personal act or omission committed with intent to cause the same, or recklessly and with knowledge that loss, damage, delay, or expense would probably result—the total liability of Marine Compliance Limited for each incident or series of incidents giving rise to a claim or claims shall never exceed a sum equal to the Fees paid for the specific Services giving rise to the claim. d) Template Liability Cap: Notwithstanding Clause 7(c) above, in respect of any claim arising directly or indirectly from the supply, downloading, or use of online templates, digital documents, or Safety Management System (SMS) templates, the total liability of Marine Compliance Limited shall be strictly limited to the actual fee paid by the Client for that specific template or service. e) Marine Compliance Limited shall bear no liability for loss or damage to equipment placed at its disposal by or on behalf of the Client, howsoever such loss or damage may occur. f) Electronic and Digital Transmission Liability: Marine Compliance Limited shall accept no liability for any loss, data corruption, interception, transmission delay, formatting errors, or unauthorised manipulation of data occurring during the transmission of SMS messages, emails, online templates, or other electronic communications. Clients rely upon unencrypted digital messaging or online template outputs entirely at their own risk. g) SMS and Audit Liability Exclusion: Marine Compliance Limited shall bear no liability for any administrative penalties, detentions, vessel delays, failed audits, or enforcement actions imposed by regulatory authorities (such as the MCA or maritime administrations) arising from the Client’s adoption, adaptation, or implementation of SMS template documents or auditing advice.
8. Indemnity
Except to the extent and solely for the amount therein set out for which Marine Compliance Limited would be liable under Clause 7, the Client hereby undertakes to keep Marine Compliance Limited and its respective employees, agents, and authorised subcontractors fully indemnified and to hold them harmless against all actions, proceedings, claims, demands, or liabilities whatsoever or howsoever arising which may be brought against them or incurred or suffered by them, and against all costs, losses, damages, and expenses (including legal costs and expenses on a full indemnity basis) which may be suffered or incurred (whether directly or indirectly) in the course of discharging the Services under these Conditions.
9. Force Majeure
Neither Marine Compliance Limited nor the Client shall be responsible for any loss, damage, delay, or failure in performance hereunder arising or resulting from acts of God, acts of war, seizure under legal process, quarantine restrictions, strikes, boycotts, lockouts, riots, civil commotions, or failures or disruptions in telecommunication networks, internet infrastructure, or electronic messaging systems.
10. Insurance
Professional liability insurance for services undertaken by Marine Compliance Limited is maintained under the company’s professional indemnity insurance arrangements (via ITIC), at no additional cost to the Client.
11. Subcontracting
Marine Compliance Limited shall be entitled to sub-contract any of the Services provided under these Conditions, subject to the Client’s right to object on reasonable grounds. In the event of any such sub-contracting, Marine Compliance Limited shall remain fully liable for the due performance of its obligations under these Conditions.
12. Termination
Either Marine Compliance Limited or the Client shall be entitled to terminate the Contract by giving two (2) weeks’ notice in writing, unless otherwise stated in an agreed contract period, for which termination shall be mutually agreed between the parties. Long-term agreements shall remain subject to cancellation charges proportionate to the remaining duration of the initial contract term.
13. Time Bar
Any claims against Marine Compliance Limited by the Client shall be deemed to be waived and absolutely time-barred upon the expiry of one (1) year from the submission date of the Report to the Client or, in the event that no report is due, one (1) year from the completion of the last physical event forming the subject of the instruction.
14. Governing Law and Jurisdiction
These Conditions shall be governed by and construed in accordance with the laws of England and Wales, and any dispute arising thereunder shall be subject to the exclusive jurisdiction of the courts of England and Wales.
