These standard terms and conditions (“Standard Terms and Conditions”) are applicable to provision of the agency services by YourShore and its Affiliates (as defined below).

1. DEFINITIONS AND INTERPRETATION
   
   The following expression shall have the following meaning:

   “Affiliate” means:
   For the purposes of the ‘Agent’ definition and in the case of the Agent: (i) any company owned, controlled or managed pursuant to a management agreement (irrespective of whether such company is owned or controlled and irrespective of whether the management agreement has been entered into directly or by a subsidiary) by: (i) YourShore LLC (a company registered in Dubai, with license number 750127 situated at the registered address 314, Jumeirah Terrace Building, 2^nd December Street, Opposite Etihad Museum, PO Box 29491 Dubai (UAE)); or (ii) YourShore Shipping LLC (a company registered in Ras Al Khaimah, with license number 47414) and where any such company offers ship agency services. YourShore LLC and YourShore Shipping LLC shall together be referred to as “YourShore”.

   In the case of the Principal: (i) any company owned or controlled by the Principal or its ultimate parent, where control means direct or indirect ownership of at least 50% (Fifty Percent) of the voting stock or interest in the company or control of the composition of the board of directors. “Affiliates” shall be construed accordingly.

   “Agency Appointment” means the earlier of (a) a request for Services or acceptance by the Principal following the issue of an enquiry/estimate, Pro-Forma Disbursement Account, a revised disbursement account by the Agent or appointment summary; or (b) a formal agency appointment by the Principal.

   “Agent” means YourShore LLC or YourShore Shipping LLC and the applicable YourShore Affiliates who has entered into a Port Call Appointment with a Principal for the provision of the Services.

   “Applicable Law” means the federal law applicable to the United Arab Emirates.

   “Confidential Information” means each item of confidential and proprietary information, and the intellectual property rights therein, disclosed by one Party to another, including without limitation any financial information, procurement and purchasing requirements, business forecasts, sales and marketing plans and information and customer lists relating to that Party or any of its Affiliates. Specifically in relation to the Agent, the term ‘Confidential Information’ shall also include all data and database rights within those operational systems which the Agent utilizes. The term ‘Confidential Information’ shall also include these Standard Terms and Conditions as well as the pricing and payment terms associated with any Port Call Appointment.

   “Controller” has the same meaning as in the Data Protection Laws.

   “Data Protection Laws” means the Federal Decree by Law No. (45) of 2021 concerning the Protection of Personal Data of UAE and any applicable national implementing laws, regulations and secondary legislation, all as amended, updated or replaced from time to time.

   “Data Subject” has the same meaning as in the applicable Data Protection Laws.

   “Disbursements” means any and all amounts which the Agent (or a sub-agent appointed pursuant to Clause 4) pays out or is likely to pay out, to a third party on behalf of the Principal in relation to the Services, including, but not limited to any VAT, sales taxes and other applicable taxes, bank charges and any other applicable charges.

   “Final Disbursement Account” means an account produced by the Agent which describes the Disbursements which have been incurred by the Agent in providing of the Services and the related commissions and fees for the Services and other sums owed by the Principal to the Agent in relation to the Services.

   “Force Majeure” shall have the meaning given to it in Clause 15.

   “Personal Data” has the same meaning as in the applicable Data Protection Laws.

   “Personal Data Breach” has the same meaning as in the applicable Data Protection Laws.

   “Pre-funding” shall have the meaning given to it in Clause 2.

   “Principal” means any relevant or natural person entering into any Port Call Appointment with the Agent for the provision of any Services.

   “Principal’s IT System (s)” means, in connection with a Port Call Appointment any operational, financial or other IT system owned, leased or licensed to Principal or any Principal Affiliate as well as any systems which Principal or any Principal Affiliate requests YourShore or any YourShore Affiliate to utilize, including without limitation, any electronic bill of lading system or disbursement accounting system.

   “Pro-forma Disbursement Account” means an estimated account produced by the Agent based upon the Services initially requested by the Principal and which set out the estimated Disbursements which will be incurred by the Agent in providing of the Services and the related estimated commissions and fees that will be charged by the Agent for the provision of the Services.

   “Port” shall mean the jurisdiction where the Agent is carrying out the services for the Principal.

   “Port Call Appointment” means the acceptance of an Agency Appointment by the Agent through the method of any written or verbal communication and shall include any communication recorded under an email or WhatsApp. Acceptance shall include performance of Services by the Agent.

   “Public Official” means: (i) any official or employee of any government agency or government owned or controlled enterprise; (ii) any person performing a public function; (iii) any official or employee of a public international organisation; (iv) any candidate for political office; or (v) any political party or an official of a political party.

   “Processor” has the same meaning as in the applicable Data Protection Laws and for the purposes of the Chinese Personal Information Protection Law (where applicable), ‘entrusted party’.

   “Services” means all or some of the services listed in the catalogue as available at <https://yourshoreshipping.com> and any services reasonably incidental or ancillary to those listed in the catalogue and / or any other services as may be agreed between Parties in the Port Call Appointment.

   “Special Categories” of Personal Data include the types of Personal Data defined as such in the Data Protection Laws.

   “Standard Terms and Conditions” means these Standard Terms and Conditions for the provision of agency Services read along with any such contract or agreement or purchase order in writing (including but not limited to email) for the provision of the Services between the Agent and the Principal to which these terms and conditions shall apply.

   All documentation related to these Standard Terms and Conditions shall be made in English language.

   Reference to a “Party” shall mean either Agent or Principal and collectively be referred to as the “Parties”.

   The titles, headings, and numbering are included for convenience only and will have no effect on the construction or interpretation of these Standard Terms and Conditions.

   Unless otherwise indicated, references to any statute, regulation or other law will be deemed to refer to such statute, regulation or other law as amended or modified, or any successor law.

2. APPOINTMENT AND SCOPE OF WORK

    

   Any and all activities of the Agent in the course of its business including any advice, information or Service provided by the Agent whether for compensation or not are undertaken subject to, and governed by, these Standard Terms and Conditions.

   These Standard Terms and Conditions shall apply as the sole and exclusive terms and conditions governing a Port Call Appointment and apply to the exclusion of all other terms and conditions proposed by the Principal. After the formation of a Port Call Appointment, the Agent shall provide the Services agreed to be provided by the Agent to the Principal, in consideration of payment by the Principal of the applicable commissions and fees. The Principal may request changes in writing to the initially requested Services following the formation of a Port Call Appointment provided such changes are within the scope of the Services. The same shall be applicable on acceptance by the Agent.

   For the avoidance of doubt, each Port Call Appointment forms a separate contract between the Agent and the Principal (subject to terms of these Standard Terms and Conditions), and no Agent Affiliate or Principal Affiliate shall in any event be jointly and severally liable for any obligations under any Port Call Appointment, unless otherwise is explicitly stated in these Standard Terms and Conditions.

   The Agent shall be a Processor of any Personal Data it processes to carry out the Services, and also of any Personal Data it processes in order to carry out any additional instructions which are outside the scope of the Services, as required by the Principal from time to time.

   If a request for Services is placed by an agent on behalf of the Principal, then such agent shall be deemed to be a Party to these Standard Terms and Conditions and shall be jointly and severally liable with the Principal for the payment of all amounts due and the performance of all obligations of the Principal under these Standard Terms and Conditions. All limitations and exclusions in favour of Agent or any Agent Affiliate shall apply in connection with any claim, demand, action, proceeding, suit or similar by any such company acting in the capacity as agent in connection with this Clause 5.

   In the event that the Principal requests Services through a third-party port call and disbursement account management solution, (“DA Platform”), the Principal shall ensure that DA Platform utilizes these Standard Terms and Conditions as the sole governing terms and conditions for the Services and shall prevent DA Platform from proposing or utilizing any other terms or conditions whether conflicting with these Standard Terms and Conditions or not.

   If any law is compulsorily applicable to any business undertaken, these Standard Terms and Conditions shall, as regards such business, be read as subject to such law and nothing in these Standard Terms and Conditions shall be construed as a surrender by the Agent of any of its rights, immunities, or protections, or as an increase of any of its responsibilities or liabilities, under such law.

3. AGENT’S OBLIGATIONS

    

   In relation to the Services to be provided by the Agent, the Agent undertakes:

   To exercise reasonable skill and care in the performance of its responsibilities;

   To use reasonable endeavours to comply with the Principal’s reasonable requirements in relation to the performance of the Services;

   In consultation with the Principal, to recommend to the Principal any stevedores, watchmen, tallymen, hauliers and other third-party suppliers (each a “Service Provider” and the services to be provided by the Service Provider to Principal to be known as “Service Provider Services”); and

   The Agent may while provision of Services, in its sole discretion and without consultation, take any action on behalf of the Principal, whether in accordance with Principal’s instructions or not (a) in connection with any requirement (including any action which is required in Agent’s reasonable opinion) stipulated by a governmental authority or Port authority, in connection with any epidemic or pandemic; and (b) in connection with an emergency. Principal acknowledges that any Disbursements in connection with any such actions are wholly for Principal’s account.

   For the avoidance of doubt, where the Principal requires the Agent or sub-agent to appoint a Service Provider on the Principal’s behalf, the Agent or sub-agent will do so in the capacity as the Principal’s agent and the Agent will not have any responsibility for the performance of or negligent acts or defaults of any such Service Provider. The Agent will provide the Principal with reasonable co-operation in relation to any dispute between the Principal and the Service Provider.

   In respect of the Personal Data processed in order to provide the Services, the Agent shall:

   Comply with all applicable requirements of the Data Protection Laws;

   Process the Personal Data only for the purpose of providing the Services to the Principal;

   Put in place appropriate technical and organisational measures to protect against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data;

   Ensure that all of its personnel who have access to and / or process Personal Data are obliged to keep the Personal Data confidential;

   Ensure that Personal Data transferred between companies in the Agent’s corporate group are supported by appropriate safeguards;

   Assist the Principal, at the Principal’s cost, in responding to any request from a Data Subject and in ensuring compliance with its obligations under the Data Protection Laws with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;

   Notify the Principal on becoming aware of a Personal Data Breach; and

   At the written direction of the Principal and at the cost of Principal, delete (as far as possible) or return Personal Data and copies thereof to the Principal on termination or expiry of the Port Call Appointment and / or these Standard Terms and Conditions unless otherwise required by law, by any court of competent jurisdiction or by any regulatory or administrative body to retain the Personal Data.

   Agent shall not be obliged to utilize any Principal IT System, however, in the event Agent accepts to do so and notwithstanding anything to the contrary (including whether Agent has entered into any terms or conditions with any Principal IT System vendor) and to the maximum extent permitted by law, the Principal shall indemnify and hold Agent and Agent’s Affiliates, officers, directors and employees harmless for any losses, claims, fines, penalties, damage, damages, expenses, costs, charges, fees and expenditure suffered or incurred by Agent or Agent’s Affiliates arising in connection with access to, use of or connection with (directly or indirectly) the Principal’s IT system(s) regardless of the fault of Agent, Agent’s Affiliates, officers, directors or employees.

4. SUB-AGENTS

    

   The Agent shall be entitled, following prior notification to the Principal, to appoint sub-agents to perform any part of the Services and such sub-agents may enter contracts with Service Providers on behalf of the Principal as if they were the Agent. The Agent shall remain responsible for the actions of its sub-agents in relation to the Services, including for its performance of its obligations on processing Personal Data. The sub-agents shall be subject to the same or equivalent obligations on processing Personal Data as the Agent is subject to under these Standard Terms and Conditions.

   In Ports or terminals where the choice of Port/terminal agent is restricted by that Port or terminal or other applicable governing body, the Agent accepts no responsibility for the actions of said Port/terminal agents nor can Agent accept responsibility for their commission, fees or expenses. In such circumstances the Port/terminal agent will be appointed by the Agent on behalf of, and for the account of the Principal. The Port/terminal agent will not be the sub-agent to the Agent.

5. PRINCIPAL’S OBLIGATIONS

    

   The Principal undertakes to (in addition to its other obligations set out herein):

   Well in advance of the time at which the Services are to be provided, provide in writing all necessary information and documentation (including as to cargo) to the Agent in order for it to provide the Services on a timely basis;

   Pay the Pre-Funding prior to the commencement of the Services and in any case provide the Agent on its request with all necessary funds to cover any fees and Disbursements;

   Where a sub-agent is utilised for the Services, only provide instructions to such sub-agent in line with the Port Call Appointment;

   Comply with all of the obligations and requirements imposed on it as a Controller under the Data Protection Laws, including in particular (but not limited to):

   ensuring that it has appropriate lawful grounds under the Data Protection Laws to process and share the Personal Data processed in relation to the Services, especially any Special Categories of Personal Data such as health data;

   ensuring that relevant Data Subjects are informed about how and why their Personal Data are being processed, in compliance with the Data Protection Laws;

   ensure that if any Personal Data is to be transferred from within the European Economic Area to a location outside of the European Economic Area that the requirements of the Data Protection Laws are met, and that the Principal has given, and documented, instructions to the Agent about the transfer.

   The Principal shall bear full responsibility for all statutory obligations pertaining to: (i) the payment of wages, salaries, or any other remuneration to crew members, staff, or any other personnel; and (ii) all matters relating to the management, operation, and administration of the ships / vessels. Further, the Principal shall also be liable for any and all Port charges, fines, penalties, or other sanctions imposed by relevant authorities in relation to their vessels / ships;

   Comply with all Applicable Laws, rules and regulations; and

   Provide the Agent with any required document (including but not limited to a power of attorney) or statement confirming the rights afforded to the Agent pursuant to these Standard Terms and Conditions and for provisioning of Services.

6. DETAILS OF PERSONAL DATA PROCESSING

    

   The Parties acknowledge that from time-to-time Personal Data will be transferred between them for the purposes of carrying out the Services. Instructions from the Principal to carry out specific Services, which by their nature will require Personal Data to be processed in certain ways, will be understood by the Parties to constitute “documented instructions” to process the Personal Data concerned, in accordance with the Data Protection Laws.

   The Agent shall be a Processor of any Personal Data it processes to carry out the Services, and also of any Personal Data it processes in order to carry out any additional instructions which are outside the scope of the Services, as required by the Principal from time to time.

   The Agent will process Personal Data on behalf of the Principal in connection with the Services for as long as it provides the Services in question.

   In order to provide the Services, the Agent may process the Personal Data of crew, masters and officers, visitors, passengers, Port and airport staff, aircraft carrier staff, surveyors, customs and immigration officials, transport or logistics providers, and medical professionals in the manner required by the Services provided, on behalf of the Principal.

   The Personal Data involved will depend on the Services being provided, but could include: (a) name; (b) contact details (telephone number/address/e-mail); (c) passport and immigration details; (d) information about the data subjects’ movements; (e) social security number; (f) employment status/history; (g) qualifications; (h) health information (special category); (i) biometric information; (j) financial details (salary information/bank account); (k) financial information of companies/persons; (l) information regarding possible criminal conduct (including whether a person has been suspected of, charged with, indicted for or convicted of a criminal act); (m) emails and personal files from agent’s, agent affiliate’s or the Principal’s network; and (n) motor vehicle license plate information.

   The Principal grants to the Agent a general authorisation to engage its Affiliates as sub-processors. For the avoidance of doubt, Service Providers do not fall within the term ‘sub-processor’ as used in these Standard Terms and Conditions.

   The Agent shall process Personal Data strictly for the purpose of providing Services in accordance with applicable Data Protection Laws. All Personal Data collected will be retained only for as long as necessary to fulfil the purposes for which it was collected, and to comply with legal, regulatory, or contractual obligations, including retention periods mandated by Applicable Laws.

7. REMUNERATION

    

   The Principal undertakes to pay to the Agent, as consideration for the Services provided by the Agent, the applicable commissions and fees and a sum equivalent to all Disbursements. The Principal acknowledges that the Agent’s commissions and fees may not be included and/or quoted during the initial enquiry/estimate. In such event, the applicable amounts will be included within the relevant invoice.

   The Principal shall be obligated to pay to the Agent 100% (One Hundred Percent) of the agreed Pro-forma Disbursement Account prior to the commencement of Services or arrival of the ship, whichever is earlier, unless otherwise agreed in writing (with any sum paid in advance by the Principal known as the “Pre-funding”). The Parties may agree that the Pre-funding may be lower than 100% (One Hundred Percent) of the Pro-forma Disbursement Account value. The Pre-funding must be paid into a bank account specified by the Agent in cleared funds.

   The Agent shall be entitled to deduct from the sums held by it for the Principal’s account, any amount due to the Agent from the Principal.

   The Principal shall be required to pay the Agent the full Pre-funding amount, upon demand by the Agent, if any, towards the Port Call Appointment. Should the Principal fail to comply with the Agent’s request, the Agent may, at any time, be entitled to suspend some or all of the Services by giving notice of the suspension of its agency.

   The Agent shall have the right to call for a top-up/increment in the Pre-funding amount in certain events including but not limited to the event when there is a change / addition to the scope of Services or any change in the applicable rates.

   Notwithstanding any provision under these Standard Terms and Conditions, if the Agent provides some or all of the Services despite the Principal’s failure to pay the agreed Pre-funding, the Principal will remain liable to pay the Agent all fees, commissions and Disbursements in relation to the Services.

   If the scope of the Services or Disbursements change following the formation of the Port Call Appointment, the Agent shall be entitled to all applicable additional amounts, recoverable by:

   revising any previously issued and outstanding invoice; or

   issuing one or more new invoices.

   the Agent may require such amounts to be paid by the Principal immediately and the Agent shall be entitled to suspend some or all of the Services until payment is received in cleared funds.

   Following the completion of the Services, the Agent shall submit to the Principal a Final Disbursement Account with all the supporting vouchers as may be applicable. Such Final Disbursement Account shall take into account any funds which has been received from the Principal in cleared funds in connection with the Port Call Appointment.

   Any commissions, fees and Disbursements owed by the Principal which become due following the issue of the Final Disbursement Account shall also be payable by the Principal subject to the Agent providing reasonable and documented evidence that such sums are payable.

   Except where otherwise permitted pursuant to these Standard Terms and Conditions or any other agreement the Parties are party to, if the sums due by the Principal to the Agent are lower than the level of Pre-funding obtained in clear funds by the Agent, the Agent shall reimburse such excess to the Principal.

   Unless otherwise agreed in writing by the Parties and subject to any term or condition expressly to the contrary in these Standard Terms and Conditions, all invoices issued by the Agent shall be payable by the Principal to the Agent immediately on issuance of the invoice.

   Each disbursement account shall be deemed to be an invoice for the purposes of these Standard Terms and Conditions.

   The currency of any particular invoice shall be determined by the Agent, unless otherwise agreed with the Principal, notwithstanding, the Agent shall in any event, be entitled to deviate from any agreed currency in the event it is mandated by the Applicable Law.

   Except for taxes on the Agent’s own income, the Principal is responsible for all taxes, charges, imposts, customs duties, levies, and other fees or charges of any kind payable to any governmental, fiscal or taxing authority anywhere in relation to the provision of the Services (“Taxes”). The Principal shall make all payments hereunder without any tax deduction (whether by withholding tax or otherwise), unless a tax deduction is required by law. If the Principal is required to make a tax deduction by law from any payment due hereunder, the payment due from the Principal shall be increased automatically and without further formality to an amount that (after making any tax deduction) leaves an amount equal to the payment that would have been due if no tax deduction had been required. The Principal shall fully indemnify the Agent in respect of any claims or expenses incurred in connection with such Taxes, including, but not limited to, any sum which is paid to a relevant authority on the Principal’s behalf by the Agent.

   The Agent shall be entitled to claim and recover interest of 12 % (Twelve Percent) per annum on any overdue payment. Such interest shall accrue on a daily basis from the due date until payment in full is received by the Agent. The Agent shall be entitled to claim and recover all costs and expenses, on a full indemnity basis, incurred in the collection of payments due.

   In the event that:

   any fees, commission, Disbursements or expenses due from the Principal to the Agent under any Port Call Appointment remain outstanding following the expiry of the period for settlement of such invoices; and

   the Agent or any Affiliate of the Agent is in possession of funds belonging to the Principal in any jurisdiction regardless of whether such funds were paid to the Agent or the relevant Affiliate of the Agent in connection with the relevant Port Call Appointment,

   then the Agent and such Affiliate of the Agent may, at any time, set off such funds against the due and unpaid fees, commission, or Disbursements outstanding under the Port Call Appointment.

   In the event that:

   the Agent or any Affiliate of the Agent is in possession of funds paid by the Principal to the Agent or any Affiliate of the Agent under or in connection with a Port Call Appointment; and

   any sums, fees, payments, commissions, Disbursements or expenses due from the Principal to the Agent or any Affiliate of the Agent under any other contractual arrangement are outstanding,

   then the Agent and/or such Affiliate of the Agent may, at any time, set off such funds against the due sums, fees, payments, commission, Disbursements or expenses outstanding under the other contractual arrangement. Where the use of the funds for such set off results in insufficient cleared funds being available to the Agent to pay for actual or anticipated Disbursements, the Agent shall be entitled to suspend some or all of the Services until such shortfall is made good by the Principal (by additional Pre-funding or otherwise).

   In the event the Agent (or sub-agent) settles Service Provider Disbursements on behalf of the Principal prior to the receipt of such amounts by the Principal in full cleared funds, and where the Agent (or sub-agent) assumes the Service Provider’s rights and securities towards the Principal (including, without limitation, maritime liens and maritime claims) (“Transferred Third-Party Claim”), the Principal consents to the assignment, novation and transfer of any Transferred Third Party Claim to the Agent and undertakes not to dispute such assignment, novation and transfer. The Principal acknowledges and agrees that the Agent shall have the same rights to a Transferred Third-Party Claim as the Service Provider or sub-agent, including without limitation any maritime liens and maritime claims capable of forming basis for arrest and/or other security rights pertaining to such Transferred Third-Party Claim.

   Agent shall, when requested in writing by the Principal, use reasonable endeavours to direct certain Disbursements toward entities other than the Principal, notwithstanding the foregoing, Principal remains responsible for the payment of such Disbursements and any breach by the third-party entity of the payment terms shall be considered a breach by the Principal. Agent reserves the right to amend any issued disbursement account and list the Principal as the paying party.

8. LIMITATION OF LIABILITY

    

   Except as specifically set forth herein, the Agent makes no express or implied warranties in connection with its Services.

   Under no circumstances shall either Party or any of their Affiliates be liable to the other for any of the following types of loss or damage arising under or in relation to these Standard Terms and Conditions for the provision of agency Services or any Port Call Appointment (whether arising from breach of contract, misrepresentation (whether tortious or statutory), tort (including but not limited to negligence), breach of statutory duty, or otherwise): (a) any loss of profits, business, contracts, anticipated savings, goodwill, or revenue, any wasted expenditure, any loss of market or any loss or corruption of data (regardless of whether any of these types of loss or damage are direct, indirect or consequential); or (b) any indirect or consequential loss or damage whatsoever, even if the Parties were aware of the possibility that such loss or damage might be incurred.

   Neither the Agent nor any of its Affiliate shall, under any circumstance, be liable to Principal for any loss or expense arising from detention or delay of a vessel (whether arising from breach of contract, misrepresentation (whether tortious or statutory), tort (including but not limited to negligence), breach of statutory duty, or otherwise).

   Unless otherwise agreed in writing, the maximum aggregate liability of the Agent shall in all circumstances whether in contract, tort (including negligence) or breach of statutory duty, misrepresentation, restitution or otherwise arising shall be limited to 50 % (Fifty Percent) of the Disbursement amount paid by the Agent pursuant to the relevant Port Call Appointment or a maximum of USD 5,000/- (US Dollars Five Thousand) whichever is lower.

   The Agent shall not be liable for the loss or damage (however caused) unless it is advised thereof in writing within 5 (Five) days after completion of provisions of the Services and the claim is made in writing within 30 (Thirty) days unless the Principal can establish that it was not reasonably possible for it to make a claim in writing within the time limit and notice was given within reasonable time.

   Notwithstanding anything mentioned hereinabove, the Agent shall not in any event be liable to the Principal or any third party for: (a) special, indirect or consequential loss, including but not limited to profit / loss; (b) loss of market, business, contracts, anticipated savings, goodwill revenue or wasted expenditure; (c) loss or damage arising out of delay; (d) loss or damage arising out of error, act, omission, misstatement or misrepresentation by the Principal, its officers, employees, servants, contractors and / or sub-contractors; (e) seizure of forfeiture under legal process; or (f) if the consignment / vessel is abandoned by the Principal and / or seized or forfeited by any government authority and / or by any court order.

   In addition, the Agent and its Affiliates shall not be liable for any loss or damage (however caused) to cargo, vessels or other items which are placed in the Agent’s or a sub-agents possession or control, except where such loss or damage is caused by the negligence or default of the Agent or that Affiliate (as applicable).

   Any claims against the Agent by the Principal must be notified to the Agent as soon as reasonably practicable following the Principal becoming aware of such claims. In any case, any claim by the Principal shall be deemed to be waived and absolutely time barred upon the expiry of 30 (Thirty) days from the event giving rise to such claims.

   Where loss, damage, cost or expense is suffered or incurred by the Principal due to the act or omission of the Agent and another party or parties, the Agent’s liability is further limited to its proportionate share of responsibility for loss, damage, costs and expenses suffered or incurred by the Principal, having regard to the extent that any other party or parties has contributed to or is culpable for such loss, damage, costs and expenses with no account taken of any exclusion agreed between the Principal and any other person or the ability of such other person to satisfy its liability to the Principal.

9. INDEMNITIES

    

   The Principal shall indemnify the Agent and/or the Affiliates of the Agent against all liabilities, costs, expenses, damages and losses suffered or incurred by the Agent and/or its Affiliates, arising out of or in connection with any death, personal injury or damage to property or in connection with the acts or omissions of the Principal, its employees, agents, Affiliates or subcontractors.

   The Principal shall at all times indemnify the Agent and its Affiliates and hold them harmless against all claims, liabilities, charges, losses, damages and expenses (“Losses”) which it may incur in connection with:

   the Service Provider Services (including but not limited to any claim made by a Service Provider);

   the performance by the Agent or sub-agent of the Services; or

   Principal and/or its Affiliates contravention of any law, rule, regulation, directive, attorney’s fees, court costs, Disbursements, or contravention of any circular, policy, procedure, recommendation, instruction, or guidance issued by any Port authority or government. Agent shall not in any event be responsible for any damage to the cargo of the Principal and/or any third-party during voyage or at the Port,

   unless any such Losses arise directly by reason of the misconduct, negligence or default of the Agent, sub-agent or the relevant Affiliate. If requested to do so by the Agent, the Principal shall take over the conduct of any claim or dispute which may arise between the Agent (or an Affiliate of the Agent) or sub-agent and any third party which is subject to the indemnity in this Clause 9.2. For the avoidance of doubt and without prejudice, Losses for the purposes of its application to Clause 9.2.3 shall be deemed to include fines.

   If the Agent (or a sub-agent appointed pursuant to Clause 4) at any time provides or has provided any bond, guarantee or other form of security to any customs or other local authorities in any country in connection with the Services, the Principal shall indemnify the Agent and hold it harmless from Losses in relation to such bond, guarantee or other form of security, unless any such claim arises directly by reason of the misconduct, negligence or default of the Agent.

   Without limiting the foregoing terms, if the Agent (or a sub-agent appointed pursuant to Clause 4) finds itself, whether by law or otherwise in any country, jointly or severally liable for any liabilities of the Principal including but not limited to any cargo damage or if any other Party seeks to hold it liable for any liabilities of the Principal, then the Principal shall indemnify the Agent and hold it harmless for any Losses in respect thereof and shall not in any way assert any claim for a contribution from the Agent.

10. LIBERTIES

     

    No date for completion is fixed and in particular but without prejudice to the generality of the foregoing, the Agent accepts no responsibility for departure or arrival dates or times.

    The Agent shall not be obliged to arrange for the goods to be carried, stored or handled separately from other goods, except under special arrangements previously made in writing. If at any stage in any transaction the Agent should reasonably consider that there is good reason in the Principal’s interests to depart from any of the Principal’s instructions, the Agent shall be permitted to do so and shall not incur any additional liability in consequence of so doing.

    If at any time events or circumstances come to the attention of the Agent which in the opinion of the Agent make it wholly or in part impossible or impracticable, commercially or otherwise, for the Agent to perform for any reason, the Agent may use any other method available to deal with the goods at its sole discretion and all charges and/or expenses incurred in using such method shall be for the Principal’s account. The Agent shall endeavour, where practical, to inform the Principal of such events or circumstances and seek further instructions, but reserves the right, in any event, to do so at Principal’s expense.

11. INSURANCES

     

    The liabilities assumed by the Agent on the provision of the Services shall be covered by a liability insurance policy on such terms with such insurers and in such amount as may reasonably be regarded as customary in the industry by a prudent provider of such services.

    Without limitation to its general obligation to maintain insurances, the Principal shall ensure that each of its ships, vessels and cargo and other items which are placed in the Agent’s, sub-agents or any Service Provider’s possession or control in relation to the Services, are fully insured on an indemnity basis against loss, damage and destruction. The Principal will provide the Agent with details of the relevant insurance policies upon request.

12. CONFIDENTIALITY

     

    The Parties agree to keep any Confidential Information confidential, not to use it for any purpose (other than in the context of the Services to be provided) and not to disclose it without the prior written consent of the other Party to any third party, unless:

    the information was public knowledge at the time of the disclosure;the information becomes public knowledge other than by breach of the confidentiality undertaking contained in this Clause 1;

    the information subsequently comes lawfully into its possession from a third party; or

    required to do so by any laws or regulations to which the disclosing Party is subject.

    Notwithstanding Clause 1, each Party shall be entitled to disclose Confidential Information to its directors, shareholders, officers, employees, advisers and consultants on a need-to-know basis. The Agent may also disclose Confidential Information to potential assignees or transferees and may disclose Confidential Information for the purposes of performing its obligations under the Port Call Appointment (such as disclosing information to any sub-agents, Service Providers, Affiliates or representatives of the Agent).

    Notwithstanding anything to the contrary, on the basis that Agent and/or its Affiliates do not disclose the terms of these Standard Terms and Conditions, Agent and its Affiliates shall be entitled to disclose the fact that these Standard Terms and Conditions have been entered into between the Parties to any third party without any prior notification or consent of Principal.

    Principal acknowledges and agrees that all data points within operational systems which the Agent utilizes are, or shall be, owned by the Agent, in the event that it is determined that the ownership of such data is with the Principal, the Principal hereby transfers ownership of such data to the Agent.

    The obligations contained in this Clause shall be binding on the Parties for a period of 3 (Three) years or more as required under the Applicable Laws from the date of exchange of Confidential Information.

13. ASSIGNMENT

     

    Neither Party may assign or transfer any of its rights and obligations under any Port Call Appointment without the prior written consent of the other Party, except that the Agent shall be entitled to assign or factor any debt owed to it from the Principal under any Port Call Appointment without further formality. Provided however, no such consent would be required in the event that Agent desires to assign this Standard Terms and Conditions or a part thereof to its Affiliate.
14. TERMINATION

     

    Either Party may terminate any Port Call Appointment with immediate effect if the other Party to such Port Call Appointment has committed a material breach of its obligations under such Port Call Appointment. If such breach can be remedied, termination may only take place if the Party in breach has been given 30 (Thirty) days’ written notice of the breach and the breach remains unremedied. For the avoidance of doubt, non-payment of fees, commission or Disbursements due from the Principal to the Agent shall amount to a material breach of a Port Call Appointment.

    Any Port Call Appointment may be terminated with immediate effect by either Party if the other Party to such Port Call Appointment is declared bankrupt, becomes insolvent or is unable to pay debts or, where the terminating Party is the Agent, where the Agent reasonably believes that the Principal will be declared bankrupt, become insolvent or be unable to pay debts as they fall due. Upon termination due to the Principal’s insolvency, the Agent shall retain the right to enforce any maritime liens or claims, including the right to arrest or detain the vessel or maritime property to secure payment of outstanding amounts. Any costs or expenses incurred by the Agent in exercising such maritime lien shall be borne by the Principal.

    Notwithstanding the foregoing, the Agent shall be entitled to suspend its performance under all outstanding Port Call Appointments placed pursuant to these Standard Terms and Conditions if any sum due by the Principal under any Port Call Appointment is outstanding beyond the relevant due date.

    Upon early termination of any Port Call Appointment, all Disbursements and commissions accrued to that date shall become payable. If the sums due by the Principal to the Agent are lower than the level of Pre-funding obtained in clear funds by the Agent, the Agent shall reimburse such excess to the Principal.

    Termination or expiry of these Standard Terms and Conditions and/or any Port Call Appointment shall not prejudice any of the Parties’ rights and remedies which have accrued as at termination or expiry. The rights and obligations of the Parties which are intended to continue beyond the termination or expiry of these Standard Terms and Conditions and/or any Port Call Appointment shall survive such termination or expiry.

15. FORCE MAJEURE

     

    In relation to the provision of the Services, the obligations of the Parties (except Principal’s payment obligations) shall be suspended during the period and to the extent that the affected Party is prevented or hindered from complying with them by any cause beyond its reasonable control including (but not limited to) strikes, lock-outs, labour disputes, (except where such strikes, lockouts and labour disputes relate to that Party’s own personnel), cyberattacks, act of god, war, epidemic, pandemic, riot, civil commotion, malicious damage, compliance with any law or government order, rule, regulation or direction, Port security, Port authorities and security restrictions in ports, accident, breakdown of plant or machinery, fire, flood, storm, difficulty or increased expense in obtaining workmen (except where such failure to obtain workmen relates to that Party’s own personnel), materials, goods or raw materials in connection with the provision of the Services.

    In the event of any such Party being so hindered or prevented, the Party concerned shall give notice of suspension as soon as reasonably possible to the other Party stating the date and extent of the suspension and its cause and the omission to give such notice shall forfeit the right of that Party to claim suspension. Any Party whose obligations have been suspended as aforesaid shall resume the performance of those obligations as soon as reasonably possible after the removal of the cause and shall so notify the other Party. Either Party may elect to terminate the Port Call Appointment in case the suspension due to Force Majeure persists, subject to payments of all amounts to the Agent that have accrued up to the date of such termination. Any termination or suspension shall be subject to local Port rules permitting the same.

16. THIRD PARTY RIGHTS

     

    With the exception of any Affiliate of the Agent, who shall take the benefit of any right expressly stated to be for the benefit of an Affiliate of the Agent together with any protection and limitation afforded to the Agent pursuant to a Port Call Appointment (including, but not limited to, those set out in these Standard Terms and Conditions), a person who is not a Party to a Port Call Appointment has no right to enforce or to enjoy the benefit of any term of such Port Call Appointment. However, the terms of the Port Call Appointment (including, but not limited to, these Standard Terms and Conditions) may be varied, amended or modified without the consent of any such third party.

17. NOTICES

     

    Notices, as well as those communications required in these Standard Terms and Conditions to be ‘written’ or ‘in writing’, can be delivered by hand, post (proof of delivery service or recorded delivery service) or electronically through email or WhatsApp. However, this Clause 1 does not apply to the service of any proceedings or any documents in any legal action, any arbitration or other method of dispute resolution.

    Unless the contrary is proved, each such notice or communication shall be deemed to have been received, if (i) delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address; (ii) if sent by post, at the time recorded by the delivery service provider; (iii) if sent electronically, at the time of transmission. If deemed receipt or delivery under Clause 2 (i) or (ii), and such receipt or delivery would occur outside business hours in the place of such receipt or delivery, receipt or delivery shall be deemed deferred until business hours resume.

18. MISCELLANEOUS

     

    The Agent may, in its sole discretion, amend these conditions from time to time in which case amendment or variation of these Standard Terms and Conditions or any Port Call Appointment shall be effective from the date it is captured in the form of a duly executed legal instrument signed by an authorised representative of each of the Parties.

    Any consent given by a Party shall operate as a consent only for the particular matter to which it relates and in no way shall be construed as a permanent release or waiver or be construed as a release or waiver of any provision of these Standard Terms and Conditions, nor shall it be construed as dispensing with the necessity of obtaining the specific written consent of the relevant Party in the future unless expressly so provided.

    The failure of a Party to exercise or enforce any right under any Port Call Appointment shall not be deemed to be a waiver of that right or any other nor will it operate to bar the exercise or enforcement of it or any other at any time thereafter.

    If any part of these Standard Terms and Conditions becomes invalid, illegal or unenforceable it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the Standard Terms and Conditions. If any provision is deemed deleted pursuant to the above, the Parties shall negotiate in good faith in order to agree the terms of a mutually satisfactory provision to be substituted for the deleted provision which as far as possible gives effect to their intentions.

    Each Party, in the performance of the Port Call Appointment and the business resulting therefrom, shall comply with all laws and regulations applicable to such Party. The Parties agree that neither Party shall: (a) offer or agree to give any person working for or engaged by the other Party any gift or other consideration, which could act as an inducement or a reward for any act or omission to act in connection with this Port Call Appointment, or any other agreement between the Parties; (b) enter into this Port Call Appointment, or any other agreement with the other Party if it has knowledge that, in connection with it, any money has been, or will be, paid to any person working for or engaged by the other Party or that an agreement has been reached to that effect unless (i) details of any such arrangement have been disclosed in writing to the other Party prior to the execution of the agreement and (ii) approval of such arrangement by an authorised representative of the other Party has been obtained; (c) offer, pay or promise to pay either directly or indirectly, anything of value to a Public Official in connection with any Port Call Appointment. The Parties further agree that in the performance of their respective obligations under the Port Call Appointment, the Parties and their respective Affiliates, subcontractors and employees shall comply with all applicable anti-corruption laws, rules, regulations and orders of any applicable jurisdiction; and (d) take any other action which results in a breach by either Party of any applicable anti-corruption legislation.

    These Standard Terms and Conditions, together with the terms of any agency agreement comprise the entire agreement between the Agent and the Principal with respect to the Services. In the event of a conflict, the following order of precedence shall apply:

    These Standard Terms and Conditions of YourShore;

    Any specific terms and conditions of the agency agreement agreed between the Agent and the Principal in writing.

19. GOVERNING LAW AND DISPUTES

     

    These Standard Terms and Conditions, each Port Call Appointment and any dispute or claim arising out of or in connection with them or their subject matter or formation shall be governed by and construed in accordance with the laws of the Emirates of Dubai and the applicable federal laws of the United Arab Emirates. All disputes arising between the Parties relating to this Standard Terms and Conditions shall be subject to the jurisdiction of the Dubai court.

    The Parties shall first attempt to resolve any dispute arising out of or in connection with a Port Call Appointment to which these Standard Terms and Conditions apply by negotiation. If the Parties are unable to resolve such dispute within 30 (Thirty) days of commencing negotiations, subject always to Clause 3 and 19.4, any dispute arising out of or in connection with these Standard Terms and Conditions and/or any Port Call Appointment, including any question regarding their existence, validity or termination shall, upon the application of either Party, be referred to and finally resolved by arbitration under the arbitration rules of the Dubai International Arbitration Centre (“DIAC”) which rules are deemed to be incorporated by reference into this Clause. Parties shall mutually appoint a sole arbitrator, and if the Parties are unable to agree up on the same, the DIAC shall appoint an arbitrator to adjudicate the dispute between the Parties. The seat of the arbitration shall be Dubai, irrespective of the Port where the ships arrive. The language to be used in the arbitration shall be English.

    Nothing in these Standard Terms and Conditions or any Port Call Appointment shall preclude either Party from the right to seek in any jurisdiction security or interim orders (by means of an appropriate remedy of relief including, without limitation, in rem arrests, injunctions, attachments, seizures, sales, detention, exercise of any lien or otherwise howsoever) in each case in accordance with any relevant local law or regulation in respect of claims arising in any jurisdiction.

    Nothing in these Standard Terms and Conditions or any Port Call Appointment shall preclude the Agent or its Affiliates from claiming (including the commencement of proceedings) or seeking to enforce these Standard Terms and Conditions, including any outstanding or overdue debt or payable invoice (including, but not limited to, any Pre-funding, Pro-forma Disbursement Account, revised disbursement account and Final Disbursement Account) owed by the Principal to the Agent or its Affiliates under any Port Call Appointment or under these Standard Terms and Conditions in the courts of any competent jurisdiction anywhere in the world.