Sopiveri Consulting Limited – Standard Terms and Conditions of Business
These Terms govern every service Sopiveri Consulting Limited provides, unless a signed agreement expressly says otherwise.
1. Definitions and interpretation
1.1 In these Terms:
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“Company” means Sopiveri Consulting Limited, a company registered in the Republic of Cyprus under registration no. HE 494156, with its registered office at 18 Artemidos, Flat/Office 102, Agios Athanasios, 4102 Limassol, Cyprus.
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“Client” means the person, firm or company that requests or accepts the Services, and includes its agents acting on its behalf.
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“Services” means the audits, inspections, owner’s representation, training, compass adjustment, security, due diligence, technical services, supply of goods and any other work described in the Quotation or Order.
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“Consultant” means any director, employee or sub-contractor of the Company who performs the Services.
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“Quotation” means the Company’s written offer stating the scope, fees and expenses for the Services.
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“Order” means the Client’s written instruction to perform the Services, including by email.
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“Report” means any report, certificate, deviation card, checklist, observation list, letter or other deliverable issued by the Company.
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“Vessel” means the ship, unit, yard, terminal or premises at which the Services are performed.
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“Fee” means the professional fee for the Services, excluding expenses and VAT.
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1.2 Headings are for convenience only. “Including” means “including without limitation”. A reference to writing includes email.
2. Application of these Terms
2.1 These Terms apply to every Quotation, Order and contract for Services. They exclude any terms the Client puts forward, including on a purchase order, unless the Company accepts them in writing signed by a director.
2.2 A Quotation is valid for 30 days from its date, unless it states otherwise. It is an invitation to treat and not a binding offer.
2.3 A contract is formed when the Company confirms an Order in writing, or when the Company starts performing the Services, whichever happens first. The Client’s instruction to attend a Vessel is deemed acceptance of these Terms.
2.4 If documents conflict, they apply in this order: (a) a written agreement signed by both parties; (b) the Company’s Quotation or Order confirmation; (c) these Terms.
2.5 Where the Client instructs the Company on behalf of an owner, manager, charterer or other principal, the Client warrants that it has authority to do so. The Client and its principal are jointly and severally liable for the Fee and expenses.
2.6 The Company may amend these Terms from time to time. The version in force on the date of the Order applies.
3. Scope of Services
3.1 The Company provides the following Services: vetting compliance audits; marine assurance audits; owner’s representative services; biofouling management; roving Master and crew training; magnetic compass adjustment; integrated maritime security; technical due diligence; and technical services and supplies. Each assignment covers only the Services stated in the Quotation or Order. Any extra work the Client requests is charged at the Company’s current rates.
3.2 The Company performs the Services with the reasonable skill and care of a competent marine consultant. It does not guarantee any particular outcome.
3.3 Vetting compliance audits and marine assurance audits
Findings reflect conditions seen during the attendance only, and only areas, records and equipment that were reasonably accessible.
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The Company does not guarantee that a Vessel will pass any later inspection, vetting, audit or approval by an oil major, charterer, RightShip, class society, flag or Port State.
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Different inspectors may reasonably reach different observations on the same condition.
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Closing out findings and corrective actions remains the responsibility of the owner or manager.
3.4 Owner’s representative services (including new building, drydock, repair and retrofit supervision, and on-hire/off-hire attendance):
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The Consultant acts only within the authority the Client gives in writing. The Consultant may not order work, agree variations or accept delivery on the Client’s behalf without that authority.
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The Consultant monitors and reports on work done by the shipyard, contractors and suppliers. The Company is not responsible for their workmanship, materials, delays or costs, which remain their responsibility under their own contracts.
3.5 Biofouling management advisory (including biofouling management plans and record books assessment, in-water inspection attendance and advisory, with reference to the IMO Biofouling Guidelines, Resolution MEPC.378(80)):
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The Company advises on inspects and documents biofouling condition. It does not carry out hull or niche-area cleaning itself unless agreed in writing.
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Where divers, ROV operators or cleaning contractors are used, they are engaged by or for the account of the Client, and the Company is not liable for their work.
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The Company does not guarantee that a Vessel will be accepted by any Port State, coastal State or charterer with its own biofouling requirements.
3.6 Roving Master and crew training (on board or ashore):
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While a roving Master or trainer is on board, the Vessel’s Master keeps overriding authority and full responsibility for the safety of the Vessel, crew, cargo and navigation. The Consultant acts in an advisory and training capacity only.
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Training is delivered to the content and duration agreed. The Company does not guarantee the competence, performance or certification of any trainee.
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Training records and attendance certificates issued by the Company are not STCW certificates unless expressly stated.
3.7 Magnetic compass adjustment (on board or remote):
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The deviation card reflects the Vessel’s magnetic condition, heading, loading condition and geographic position at the time of adjustment.
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Deviation may change after the adjustment because of cargo, structural work, electrical changes, laying up, heavy weather, change of latitude or the passage of time. The Master remains responsible for regularly checking compass error and recording it.
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For remote adjustment, the Company relies entirely on the observations, bearings and data the Vessel’s officers supply. The Company is not liable for errors in that data.
3.8 Integrated maritime security (including ISPS advisory, security assessments, anti-smuggling and contraband awareness, and security training):
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The Company gives advice and opinions based on information available at the time. It does not provide armed or unarmed guards, act as a law enforcement officer or give legal advice.
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The Company does not guarantee that a Vessel will be free of contraband, stowaways, piracy, attack or other security incidents.
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Responsibility for the Ship Security Plan and its implementation stays with the Company Security Officer, the Ship Security Officer and the Master.
3.9 Technical due diligence (including pre-purchase inspections, condition surveys and record reviews):
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Inspections are visual and non-destructive unless the Quotation states otherwise. The Company does not open up, gauge, test or dismantle equipment, structure or machinery unless agreed in writing.
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The Company relies on records, certificates and information supplied by the Vessel, the seller, the Client and third parties, and does not verify them independently.
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A due diligence Report is not a valuation, a class survey or a recommendation to buy, sell or finance a Vessel.
3.10 Technical services and supplies:
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Goods are supplied as described in the Quotation. Delivery dates are estimates, and delivery is to the place stated in the Quotation.
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Risk in goods passes to the Client on delivery. Title passes only when the related invoice is paid in full.
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The Company passes on to the Client the benefit of any manufacturer’s warranty. It gives no further warranty of quality or fitness for purpose, unless agreed in writing.
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The Client shall inspect goods on delivery and report any shortage or visible damage in writing within [7] days, failing which the goods are deemed accepted.
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Installation, commissioning and other technical services are performed to the scope stated in the Quotation.
3.11 Nothing in the Services transfers to the Company any responsibility of the owner, manager, Master, DPA, CSO or crew under the ISM Code, the ISPS Code, flag State rules or any other law.
4. Client obligations
4.1 The Client shall, at its own cost:
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give the Company accurate, complete and timely information about the Vessel, its itinerary, port, berth and the purpose of the Services;
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arrange safe access to and from the Vessel, including port passes, launch or boat transport, gangway and pilot ladder arrangements complying with SOLAS;
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arrange for the Master, officers and crew to cooperate, attend and give access to spaces, equipment, records and certificates;
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confirm that the Vessel is gas-free and safe for entry before any enclosed space is inspected;
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give notice of any hazard, infectious disease, security threat or local restriction known to the Client;
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provide accommodation and meals on board where the Services require the Consultant to sail with the Vessel.
4.2 The Consultant may refuse to enter any space or perform any task that he or she reasonably considers unsafe. Doing so is not a breach of contract, and the time spent remains chargeable.
4.3 The Consultant will follow the Vessel’s safety management system and the Master’s reasonable safety instructions while on board.
4.4 If the Client fails to meet these obligations, the Company may suspend the Services and charge waiting time, extra attendances and expenses under Clause 5.
5. Fees, expenses and cancellation
5.1 Fees are as stated in the Quotation or, if none, in the Company’s rate card current on the date of the Order. All fees are in euro (EUR) unless agreed otherwise.
5.2 A day rate covers up to 8 hours of attendance, travel or reporting in a calendar day. Time beyond that, and work on weekends or Cyprus public holidays, is charged at x 1.5 the daily rate.
5.3 Travel time is charged at 50% of the daily rate. Waiting time caused by the Vessel’s delay, port restrictions, weather, lack of access or other matters outside the Company’s control is charged at the full daily rate.
5.4 The Client reimburses these expenses at cost plus 10% handling, unless the Quotation states a lump sum:
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air travel (economy class; business class for flights over 6 hours);
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hotel accommodation, ground transport, car hire, launch and boat hire;
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visas, port passes, medical tests and similar entry requirements;
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meals and incidentals when away from Limassol;
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courier, printing and third-party testing costs.
5.5 The Company may ask for an advance of up to 100% of estimated expenses before travelling.
5.6 If the Client cancels or postpones an attendance, the following charges apply:
Notice given before planned attendance
Charge
More than 72 hours
No Fee; non-refundable expenses already incurred
24 to 72 hours
50% of the first day’s Fee plus expenses incurred
Less than 24 hours, or after the Consultant has left for the Vessel
100% of the first day’s Fee plus all expenses incurred
5.7 Remote services sold at a fixed fee, such as remote compass adjustment, are payable in full once the session has started, even if the Vessel does not complete it.
6. Invoicing and payment
6.1 The Company invoices when the Report is issued, or monthly for assignments longer than one month.
6.2 Invoices are payable within 30 days of the invoice date, in full, by bank transfer to the account stated on the invoice. Bank charges are for the Client’s account.
6.3 The Client may not withhold, set off or deduct any amount from an invoice, including on account of a dispute about the Report.
6.4 Late payments bear interest from the due date until payment at the statutory rate under the Cyprus Late Payment in Commercial Transactions Law (Law 123(I)/2012), currently the European Central Bank reference rate plus 8 percentage points. The Company may also recover a fixed sum of EUR 40 and its reasonable recovery costs, including legal fees.
6.5 Fees and expenses are exclusive of VAT. VAT is added at the applicable rate where Cyprus or EU rules require. The Client shall supply a valid VAT number where the reverse charge applies.
6.6 If any invoice is overdue, the Company may withhold Reports and suspend all further Services to the Client until payment is received in full.
6.7 Ownership of each Report passes to the Client only on full payment of the related invoice.
7. Reports and reliance
7.1 Reports state the Consultant’s professional opinion on the conditions seen and information received at the time of the attendance. They are not a certificate of seaworthiness, class, fitness for purpose, value or compliance.
7.2 The Company aims to issue Reports within 5 working days of completing the attendance, unless the Quotation states otherwise. Delivery dates are estimates and not of the essence.
7.3 Reports are for the sole use of the Client and for the purpose stated in the Order. No third party may rely on a Report without the Company’s prior written consent, which may be subject to a further fee.
7.4 The Client shall not alter a Report, or publish or share it in part in a way that changes its meaning.
7.5 If the Client believes a Report contains a factual error, it shall notify the Company in writing within 14 days of receipt. The Company will review the point and issue a correction where justified.
8. Liability, indemnity and time bar
8.1 The Company’s total liability for all claims arising from or connected with the Services, whether in contract, tort (including negligence), breach of statutory duty or otherwise, is limited to the lower of:
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five (5) times the Fee paid for the Services giving rise to the claim; or
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EUR (1 000 000).
8.2 The Company is not liable for any:
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loss of profit, revenue, hire, charter, contract, business or goodwill;
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delay, detention or off-hire of the Vessel, or failed or delayed vetting approval;
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loss of or damage to cargo;
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fines, penalties or consequences of any inspection, detention or investigation by any authority;
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indirect or consequential loss of any kind.
8.3 No claim may be brought against any director, employee or sub-contractor of the Company personally. Each of them may rely on this Clause 8 as if a party to the contract.
8.4 The Client shall indemnify the Company and its Consultants against all claims by third parties, including owners, charterers, buyers, financiers and insurers, arising from the Services or any Report, except to the extent of the Company’s liability under Clause 8.1.
8.5 The Client shall also indemnify the Company against death, personal injury, illness or damage to property suffered by a Consultant on board or while accessing the Vessel, except where caused by the Consultant’s own negligence.
8.6 The Company is discharged from all liability unless the Client gives written notice of the claim within 3 months of the Report date, and starts proceedings within 12 months of that date.
8.7 Nothing in these Terms limits liability for death or personal injury caused by negligence, for fraud, or for any liability that cannot lawfully be limited.
8.8 The Company maintains professional indemnity insurance with a limit of EUR 1 000 000 per claim. Details are available on request.
9. Confidentiality, data protection and intellectual property
9.1 Each party shall keep confidential all non-public information received from the other, and use it only for the Services. This does not apply to information that is public, already known, or required to be disclosed by law, a court or a competent authority.
9.2 The Company may disclose a Report or information where required by law, flag State, port State or law enforcement, or where needed to protect life, safety or the environment.
9.3 Each party shall comply with the EU General Data Protection Regulation (2016/679) and Cyprus Law 125(I)/2018 for any personal data, including crew data, processed during the Services.
9.4 The Company keeps all intellectual property in its checklists, methods, templates, training materials and know-how. The Client receives a non-exclusive licence to use each Report for the purpose stated in the Order, once paid for.
9.5 The Company may use anonymised findings, with no Vessel, owner or crew identifiable, for training, quality and industry discussion purposes.
10. Independence, sub-contracting, compliance and termination
10.1 Independence. The Company acts as an independent contractor. It is not the agent, employee or representative of the Client, and has no authority to bind the Client or the Vessel.
10.2 Sub-contracting. The Company may assign the Services to any suitably qualified Consultant, including an associate or sub-contractor, and remains responsible for their work under these Terms.
10.3 Non-solicitation. During the Services and for 12 months after, the Client shall not directly engage any Consultant introduced by the Company without the Company’s written consent. If it does, it shall pay the Company a fee equal to 25% of that Consultant’s first-year remuneration or fees.
10.4 Anti-bribery. Each party shall comply with all applicable anti-bribery and anti-corruption laws. The Client shall not offer, and the Consultant shall not accept, any gift, payment or favour intended to influence a Report.
10.5 Sanctions. The Company will not perform Services that would breach sanctions imposed by the United Nations, the European Union, the United Kingdom or the United States. The Company may refuse or stop any Services immediately, without liability, if the Client, the Vessel, its owners, managers, charterers, cargo or trade become subject to such sanctions.
10.6 Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control, including war, terrorism, piracy, epidemic, government action, strikes, port closure, extreme weather or travel disruption. Fees for work done and expenses incurred remain payable.
10.7 Termination. Either party may terminate the contract by written notice if the other materially breaches it and does not remedy the breach within 7 days of notice, or becomes insolvent. The Company may also terminate immediately under Clauses 6.6 or 10.5.
10.8 On termination, the Client shall pay for all Services performed and expenses incurred up to the termination date. Clauses 6, 7, 8 and 9 survive termination.
11. Governing law, jurisdiction and general
11.1 These Terms and every contract for Services, and any non-contractual obligation arising from them, are governed by the laws of the Republic of Cyprus.
11.2 The courts of Limassol, Cyprus have exclusive jurisdiction over any dispute. The Company may instead bring proceedings to recover unpaid fees in any court where the Client has assets, or arrest any vessel owned by the Client where permitted by law.
11.3 Notices must be in writing and sent by email or courier to the address last notified by the receiving party. An email notice is received on the next working day after sending.
11.4 If any provision is found invalid or unenforceable, the rest of these Terms remain in force.
11.5 A failure or delay by the Company in exercising a right is not a waiver of it.
11.6 The Client may not assign or transfer the contract without the Company’s written consent.
11.7 These Terms are written in English. If translated, the English text prevails.