1. Definitions

The following terms shall have the following meanings:

1.1 "Assignment" shall mean any specific piece of work.

1.2 "Associated Companies" shall mean all companies owned, partly owned or contracted by MRI.

1.3 "MRI" shall mean Marine Reporting (International) Limited.

1.4 "Client" shall mean the party contracting MRI to complete the Assignment.

1.5 "Conditions" shall mean these Standard Conditions of Business.

1.6 "Fees" shall mean MRI's fees and disbursements incurred in undertaking the Assignment or any part thereof. Fees are subject to, but exclusive of VAT, which will be added as appropriate.

1.7 "Force Majeure" shall mean circumstances beyond the reasonable control of a party including but not limited to fire, flood, earthquake, windstorm or other natural disaster; act of sovereign including but not limited to war, invasion, act of foreign enemies, civil war, rebellion, revolution, insurrection, military or usurped power or confiscation, nationalisation, requisition, imposition of government sanction, embargo or similar action; law judgment, order, decree, blockade, labour disputes, including but not limited to strike, lockout or boycott; interruption or failure of utility service; failure of the transportation of any personnel equipment, machinery or supply by any essential personnel; or any other matter or cause beyond the parties' control.

  1. Application of Conditions

2.1 These Conditions apply to all contracts for the provision of MRI's services and may not be varied without MRI's written consent.

2.2 The Client warrants that where it is acting as agent, whether disclosed or not, it has authority to contract on these Conditions and that its principal will be bound thereby.

2.3 Where MRI receives instructions from two or more Clients or where a Client is acting as an agent on behalf of two or more principals, then each Client and/or principal shall be jointly and severally liable for MRI's charges.

2.4 These Conditions shall prevail over any terms in the Client's Assignment.

2.5 If any provision of these Conditions is prohibited by law or judged by a court to be unlawful, void or unenforceable, the provision shall, to the extent required, be severed from these Conditions and rendered ineffective as far as possible without modifying the remaining provisions of these Conditions and shall not in any way affect any other circumstances of or the validity or enforceability of these Conditions.

2.6 The Contracts (Rights of Third Parties Act) 1999 shall not apply to these Conditions or to any contract made for the provision of MRI's services.

  1. MRI's Obligations

3.1 MRI shall complete the Assignment for the Client as agreed.

3.2 MRI retains the absolute right, prior to the commencement or during the course of work, to sub-contract the completion, or any part, of the Assignment to a third party.

3.3 Where MRI is instructed to assess a loss and/or adjust an insurance or other claim, MRI shall use reasonable endeavours to advise on the value of the loss and/or claim having reference to local market conditions, transport costs, existing sales agreements and other relevant circumstances. The Client acknowledges that any advice given by MRI in respect of values of whatever nature whether real or personal represents a reasonable market value and may be subject to market fluctuations.

3.4 Where MRI is instructed to sell any item for any reason whatsoever, it is agreed that:

3.4.1 MRI shall use reasonable endeavours to obtain a reasonable market price for the item having consideration to the condition of the item and the market conditions at the time of sale, transport and insurance costs and other relevant circumstances;

3.4.2 MRI shall, in performing any sale, act as the Client's agent only. MRI shall account to the Client for any sale and/or salvage proceeds after deduction of any Charges.

3.4.3 The Client shall indemnify MRI for any costs, expenses, customs charges, claims, fines, penalties, indemnities or other losses of whatever nature arising from or in connection with any such sale.

3.5 The Assignment shall be considered closed once payment of MRI's final fees has been effected. MRI shall thereafter retain any papers collected in connection with the Assignment for a period of two years, following which, unless otherwise agreed in writing, MRI shall be at liberty to destroy any papers.


  1. Client's Obligations

4.1 The Client shall promptly provide MRI with all necessary information to enable MRI to complete the Assignment. If a Client learns it has provided MRI with inaccurate information it must advise MRI without delay.

4.2 The Client authorises MRI to sub-contract the completion, or any part, of the Assignment to a third party.

4.3 Any report, advice or other communication issued by MRI to the Client is for use by the Client only (or where acting as agent, the Client's principal). Any such report, advice or other communication is not to be disclosed to any third party without the written authority of MRI. MRI accepts no duty of care to any third party who may rely upon any report, advice or communication by MRI. The Client hereby agrees to indemnify MRI for any costs, expenses, claims, fines, penalties, indemnities or other losses of whatever nature suffered by MRI arising from or caused by the disclosure by the Client of any report, advice or other communication to a third party.

4.4 MRI may request and the Client shall pay, a sum of money on account of costs and disbursements, such sum to be agreed by MRI and the Client.

4.5 All sums due to MRI shall be paid in either pounds sterling (GBP), US dollars (USD) or Euros (EUR) to be agreed prior to the commencement of work and any exchange risk, bank transfer costs or withholding taxes shall be borne by the Client.

4.6 The Client shall pay the Fees to MRI within 30 days of MRI's invoice date, whether the invoice be an interim bill, or rendered on completion of the Assignment.

4.7 Should the Client fail to pay an invoice within 30 days then until such sums outstanding are paid in full MRI retains to right to:

4.7.1 Suspend activity on the Assignment or any other Assignment MRI has undertaken to complete for the Client.

4.7.2 Bring legal proceedings against the Client in respect of outstanding sums and for any loss or expense sustained by MRI as a result of the Client's failure to pay.

4.8 If any sum payable to MRI shall not be paid when due, the Late Payment of Commercial Debts (Interest) Act 1998 shall apply and the Client shall pay interest at a rate of 8% above the Bank of England base rate plus compensation.

  1. Liability

5.1 The liability of MRI, except in the case of death or personal injury caused by MRI's negligence, whether in contract, tort, negligence, breach of statutory duty or otherwise shall not exceed a sum equivalent to three times the Fees or £100,000, whichever shall be the least.

5.2 MRI shall under no circumstances be liable to the Client whether in contract, tort, negligence, breach of statutory duty or otherwise for any loss, damage, costs or expenses of whatever nature whatsoever incurred or suffered by the Customer of an indirect or consequential nature including, without limitation, any economic loss or any other loss of turnover, profits, business, market share or goodwill.

5.3 Neither party shall be liable for any failure or delay which is caused by circumstances beyond the reasonable control of that party.

5.4 The Client warrants that its instructions to MRI and any information provided by the Client to MRI in connection with the performance of the Assignment are accurate and correct. The Client agrees to indemnify MRI for any claims, expenses, indemnities, fines, penalties or other losses of whatever nature arising by reason of inaccurate or false information supplied by the Client to MRI.

5.5 Any claim by the Client against MRI arising in respect of any service provided for the Client, or which MRI has undertaken to provide, shall be made in writing and notified to the Company within 14 days of the date upon which the Client became, or ought reasonably to have become, aware of any event or occurrence alleged to give rise to such claim, and any claim not made and notified as aforesaid shall be deemed to be waived and absolutely barred, except where the Client can show that it was impossible for them to comply with this time limit, and that they have made the claim as soon as it was reasonably possible for them to do so.

5.6 Notwithstanding the provisions of 5.2 above, MRI shall in any event be discharged of all liability and howsoever arising in respect of any service provided for the Client, or which MRI has undertaken to provide, unless suit be brought and written notice thereof given to the Company within twelve months from the date of the event or occurrence alleged to give rise to a cause of action against MRI.

5.7 MRI accepts no liability for:

5.7.1 The Client's subsequent use of the Assignment.

5.7.2 Any loss or damage to any documents or other data supplied by the Client to MRI.

5.8 If MRI is rendered unable to perform or comply fully or in part with their obligations under the Assignment by Force Majeure, written notice shall be made to the client. Performance or compliance with any Assignment shall then be suspended during the continuance of Force Majeure and MRI shall be relieved of liability and shall suffer no prejudice for failure to perform the same during such period. If the said period of suspension of performance shall continue in excess of 30 calendar days this agreement may, at the option of either party, be cancelled without liability of MRI.


  1. Termination

6.1 Without prejudice to any other right or remedy it may have, either party may terminate this agreement at any time by giving notice in writing to the other party, such notice to take effect as specified in this notice:

6.1.1 If the other party is in breach of this agreement and, in the case of a breach capable of remedy within 14 days, the breach is not remedied within 14 days of the other party receiving notice specifying the breach and requiring it to be remedied; or

6.1.2 If the other party becomes insolvent, or if an order is made or a resolution is passed for the winding-up of the other party (other than voluntarily for the purpose of solvent amalgamation or reconstruction), or if an administrator, administrative receiver or receiver is appointed in respect of the whole or any part of the other party's assets or business, or if the other party makes any composition with its creditors or takes or suffers any similar or analogous action in consequence of debt.

6.2 Termination shall not affect MRI's right to payment accrued up to the date of termination.

6.3 No waiver by one party of any breach by the other party of these Conditions or of any other contractual terms agreed between them shall be deemed to be waiver of any subsequent breach of contract.

  1. Intellectual Property

The unrestricted ownership of the Rights and sole entitlement to obtain protection including but not limited to copyright over, design rights over, patents of or registration of everything produced by MRI shall vest in MRI and remain vested in MRI at all times whilst undertaking and following completion of the Assignment.

  1. Dispute Resolution, Governing Law and Jurisdiction

If any dispute arises out of or in connection with any Assignment, the parties will attempt to settle it by mediation in accordance with the Centre for Dispute Resolution (CEDR) Model Mediation Procedure. This agreement shall be governed by and construed in accordance with the law of England and Wales. The parties hereby agree that the Courts of England and Wales shall have exclusive jurisdiction in respect of any dispute, suit, action or proceedings which may arise.