Definitions within these terms and conditions are as follows:

The above definitions apply whether the defined words appear in the singular or plural form.

Services covered by these terms

• Seawise will act as a shipbroker in relation to Fixtures. The role of Seawise is to introduce Principals. Thereafter Seawise will assist the Principals and/or their Representatives as a channel for Negotiations as well as providing such Post Fixture Services as may be agreed or provided by Seawise.
• Unless specifically agreed in writing Seawise will act solely as an intermediary in relation to Fixtures and will not enter any Fixtures arising from the Services as a Principal. Seawise is not responsible for the performance or non-performance of Fixtures or Principals.
• Unless otherwise agreed the Services are provided on a Fixture by Fixture basis.
• Seawise may also agree to perform other tasks such as providing specific market research. Such tasks may be subject to specific provisions in addition to these terms and conditions. In the event of, and only to the extent of, a conflict between these terms and conditions and the specific provisions the latter will prevail. Otherwise these terms and conditions, including those as to limitation of liability, will apply.
• Seawise does not check any parties’ financial standing in any Negotiation. It is solely for the Principals to check and complete their due diligence prior to entering into any Negotiation or Fixture. Seawise does not check any reference of previous performance.

Obligations of Seawise

• Seawise will perform the Services with the reasonable skill and care expected of a professional shipbroker.
• In dealing with others, Seawise will take care to stay within the authority given by You and to avoid misrepresentation.
• During negotiations Seawise undertakes to pass on offers, counter offers and other such communications accurately and in a timely manner. This obligation applies both to passing communications to and from You.
• It is understood that Seawise may be dealing with Representatives or other intermediaries rather than directly with a Principal. In such cases Seawise is dealing with such Representatives or other intermediaries in good faith as to the authority they possess but Seawise does not give a warranty as to that authority.
• If Seawise is acting directly for a Principal then Seawise warrants that Seawise has the authority of that Principal.
• If at any time Seawise provides information in respect of a Principal, including but not limited to information regarding corporate structures or financial standing, it is understood and agreed that in relation to Seawise such information is provided in good faith but without guarantee. It is the obligation of the Principal to decide whether to enter a Fixture with the proposed counterparty and on what terms.
• Unless otherwise agreed in writing the Services are not provided on an exclusive basis and it is understood that Seawise may act as a shipbroker for other parties in relation to the same or other Fixtures. In the event Seawise is dealing directly with two Principals in relation to the same Fixture, Seawise’s duties will be to pass on offers, counter offers and other such communications accurately and in a timely manner as authorised by each Principal in turn.  You recognise that Seawise may be the sole broker in a transaction and agree that Seawise is under no obligation to specifically disclose that fact.

Confidentiality

Where Seawise is given information stated by You to be on a confidential basis or it is expressly agreed that a Fixture is confidential (in either case “Confidential Information”) Seawise will hold that Confidential Information in confidence and will not disclose it to any other party without prior permission from You. This obligation will not however extend to information which: (i) was already or becomes known to Seawise through other sources not subject to such an obligation of confidentiality (ii) is, or becomes, known to the market generally other than as a result of a breach of this obligation or (iii) Seawise is obliged to disclosure pursuant to an order of a court or other such authority, or (iv) is given by you in confidence but on the understanding that it is passed on to a third party. In all cases such obligation of confidentiality shall be deemed to end 2 years after the end of performance of the Fixture in question or in the absence of a concluded Fixture 2 years from the end of the Negotiations.

Obligations to Seawise

• If You are a Principal, you warrant that you have full legal power to enter into the Fixture brought about by the Services. If You are acting as a Representative, You warrant that you have the Principal’s authority: (i) to accept these terms and conditions on their behalf and (ii) to make all offers, counter offers and representations made during negotiations and (iii) to agree a Fixture on their behalf.
• Where Services are provided You are deemed to have engaged Seawise in relation to any Fixture that arises in connection with those Services whether or not it is concluded via Seawise.
• You will provide Seawise with all information and instructions necessary for the performance of the Services. Where actions need to be taken by a certain time (such as reply times during negotiations) you will ensure Seawise has sufficient time to forward such messages prior to the relevant time limit.
• In relation to Post Fixture Services, if Seawise has asked you to use specific e-mail addresses for operational messages or claims, then You will use those e-mail addresses. In the event that you do not receive a prompt acknowledgement of receipt of time sensitive messages or claims documentation from Seawise, you undertake to contact Seawise to confirm this. Seawise will have no responsibility for a failure to action a message or claims documentation unless it is sent to the correct address and acknowledged by Seawise.
• You will take care to avoid misrepresentations occurring in Negotiations. You will carefully review all messages sent or copied to You and promptly advise Seawise of any errors or misrepresentations. Seawise is not responsible for the consequences of a failure by You to review messages.
• You warrant that You do not know of any reason why the Fixture could be unlawful or which could render the provision of the Services by Seawise in breach of any relevant law, including but not limited to: (i) sanctions imposed by the United Nations, European Union, The United States of America or any national government having authority over You, Seawise, a Representative or a Principal (ii) laws relating to money laundering, bribery and corruption. You will promptly and fully inform Seawise of any such reason that comes to your attention. In the event that Seawise in their absolute discretion believes that the Fixture or the provision of the Services may infringe such laws, they may by written notice, terminate the Services immediately. In the event of such termination, Seawise will have no liability arising from such termination howsoever arising.

Seawise’s Remuneration

• On Fixtures Seawise’s remuneration will (unless otherwise agreed) be in the form of a commission on the freight, hire or purchase price as the case may be. The level of commission payable and the party responsible for payment will be set out in the Negotiations.
• If the commission payable to Seawise is recorded in a commission clause in a charter party or other agreement then commission will be payable in accordance with that clause. Seawise will be deemed to have acted in reliance on the insertion of that clause and assented to the terms of the commission clause governing their right to commission.
• If You are the party agreed to be responsible for paying the commission you undertake to make the payment or payments. If You are not the party responsible for making the commission payment You expressly agree to the making of provision for such commission in the Fixture.
• Nothing in these terms will prevent Seawise from enforcing a commission clause or other clause conferring a benefit on them as a third party in accordance with the terms of the Fixture.
• In the absence of any specific provisions in the commission clause on voyage charters, commission is payable on dead-freight and demurrage as well as on freight. Freight shall include all items that comprise the freight rate. On time charters, commission will be payable on the hire paid under the charter and any continuation or extension of the charter. Commission is payable on sums received by You as and when received and You will not withhold payment pending resolution of unconnected matters. Commission is exclusive of all taxes and duties.  Where freight is adjusted as a result of a bunker escalation clause, commission is payable on the total (adjusted) freight.
• The tasks in clause 2 (point 4) above will be subject to the agreement of a specific fee between You and Seawise. Seawise will invoice You at the completion of the Services or at such other times and in such stages as may have been agreed. You will pay that fee within 30 days of the date of the invoice.
• If the amount of commission or fee and/or the manner of its payment is not specifically agreed a reasonable commission or fee will be payable in accordance with market practice.

Market Reports

• If Seawise publishes market reports or commentary these are provided for general information only and not for use in relation to specific Fixtures. Such market reports do not constitute advice and nothing contained in such documents amounts to a recommendation to enter or not to enter a Fixture. Seawise has no liability for the consequences of any person, including You, purporting to rely on such market reports.

Limitation of Liability (THIS CLAUSE LIMITS SEAWISE’S LIABILITY TO YOU.)

• Nothing in these terms and conditions limits Seawise’s liability for: (i) fraud or fraudulent misrepresentation (ii) death or personal injury caused by the negligence of Seawise.
• Seawise will, subject to the provisions of this clause 8, be liable to You for damage directly caused by the failure to perform the Services with the reasonable skill and care expected of a professional shipbroker provided always Seawise will not be liable for:
  • Loss of profits, business interruption, loss of reputation, indirect or consequential losses.
  • Damage caused by any event or cause that Seawise was unable to avoid and/or the consequences of which could not have been prevented by the exercise of reasonable diligence.
  • Damage which was not solely caused by the act or omission of Seawise or which would have occurred in any event.
  • Seawise’s total liability arising from or in connection with the Services shall in no circumstances exceed the sum of USD 50,000.
  • The exclusions and/or limitations set out in this clause shall apply whether the claim against Seawise is bought in contract, tort (including for negligence), breach of statutory duty or for any other cause whatsoever.
  • Any claim against Seawise must be made in writing and notified to Seawise within 14 days of the date on which You became aware or ought to have become aware of the circumstances giving rise to the claim and any claim not so notified shall be deemed waived and time barred. Seawise shall, in any event, be discharged of all liability arising out of the Services, unless suit is brought and written notice of it given to Seawise within one year of the end of performance of the Fixture or in the absence of a concluded Fixture 1 year from the end of the Negotiations.

Miscellaneous

• All intellectual property rights in or arising out of the Services belong to Seawise.
• Seawise has a general lien on all documents in its possession or control for all sums due from You to Seawise whether arising out of the Fixture or otherwise.
• If a court finds that any provision of these terms and conditions is invalid, illegal or unenforceable, that provision shall, to the minimum extent required, be deemed deleted and the validity, legality and enforceability of the remainder of that and all other provisions of these terms and conditions shall not be affected.

Jurisdiction and Law

These terms shall be governed by and construed in accordance with the laws of England and Wales and any dispute shall be subject to the exclusive jurisdiction of the English Courts.