Terms & Conditions | Oceanic Maritime

These terms apply to all dealings with the Oceanic Maritime Group and are accessible at all times on this page, as referenced in Clause 4 below.

Introduction

These are the terms upon which we will be prepared to deal with intended customers unless we specifically agreed otherwise. These terms apply not only to any agreement reached but also to our prior negotiations together which may not result in an agreement.

These terms are intended to ensure that our dealings are subject to rules that are clear, that protect both sides and avoid misunderstandings.

Please make sure that prior to dealing with us you have read and understand these terms. Should you have any questions, we would be pleased to assist.

Definitions and Interpretation

The Introduction above is not to be considered a contractual term and neither are the “Explainers” included below. They are, however, intended to give the background, the commercial matrix, and the intentions of the terms so as to assist their interpretation.
The following definitions apply:
“Affiliate”

means a company or other legal entity which directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, another entity; “control” (including the terms “controls”, “controlled by” and “under common control with”) means the possession, directly or indirectly, of more than 50% of the beneficial interest in such entity or the power to direct or cause the direction of the management and policies of such entity (whether through ownership of securities, partnership interest or other ownership interests, by contract, or otherwise).

“Agreement”

means any contract or arrangement or understanding falling short of a contract, which can be in writing or oral or discernible by conduct or any combination of the foregoing.

“Any claim whatsoever”

shall include claims including fraud or any kind of malfeasance.

“Core Services”

means services connected to and/or involving and/or assisting in arrangement providing for the sale and/or purchase, hire, any contract of affreightment, contract of carriage, acquisition of vessels and/or vessel owning companies and/or any activity carried out by a shipbroker or chartering broker.

“Confidential Information”
is such information that is known to the Person providing it but not the public, contained in any form or medium that:
1. is identified as such on the medium containing it or in some way that identifies the information and directs the recipient to the claim of confidentiality and is information of a type which a reasonable person would consider it to be confidential;
2. if made known to someone other than the Person providing the information and the Person to whom it is given or their Affiliates, may cause financial and/or reputational loss to the provider or its Affiliates or cause financial gain to a third party who would acquire it; or
3. is not publicly available when it is received and is specifically provided to enable the recipient to profit from its use.
Information ceases to be Confidential Information where it has been made public in the sense that it is publicly accessible, particularly where it thereby loses its commercial value; save where the publication and/or accessibility is the result of a breach of confidentiality by the Parties or their Affiliates.
“Customer”

is any Person that engages, either directly or through an intermediary, with the Oceanic Maritime Group with a view to entering into an Agreement by which the Oceanic Maritime Group may provide Core Services, or which has entered into an Agreement for the provision of Core Services.

“Party” or “Parties”

shall mean the Customer or the Oceanic Maritime Group.

“Person”

shall include both legal and natural persons and any association of the same.

“The Oceanic Maritime Group”

consists of Oceanic Maritime Limited, Vasileous Pavlou 124, 16673 Voula, Greece EL 996653699 and each company that is associated in the sense of section 256 of the Companies Act 2006 of the United Kingdom and any other company that is permitted by such a company to put itself out as belonging to the Oceanic Maritime Group. References to the Oceanic Maritime Group shall be understood to include any company within it where the context suggests.

“The Oceanic Maritime Terms”

are the terms set out in this document current at the time.

“Sanctions”

shall include any restrictive measure including embargoes, travel restriction, asset freeze, other economic measures that have the effect of limiting the economic activity of any Person, state or organisation; made by laws of the European Union, the United Kingdom, the United States of America and/or the United Nations.
The definitions contained in any laws referred to shall apply unless the context makes clear otherwise.

Application

By accepting to engage with the Oceanic Maritime Group a Customer is to be taken to understand that these terms apply whether or not an Agreement results from the engagement with the Oceanic Maritime Group. These terms are accessible at the website of the Oceanic Maritime Group at www.oceanic-maritime.com.
The Parties are further specifically obliged to adhere to the obligations mentioned below which are relevant to their pre-contractual or non-contractual engagements. In particular and without limitation, the Parties are bound to act in good faith, to adhere to confidentiality obligations, their warranties, the limitations of liability, and the Himalaya Clause.

Explainer The Arbitration Clause works as its own as an Agreement and is separable from the other terms herein. This is necessary so that, among other things, the Parties can determine whether they have actually reached an agreement or not.

In addition, there are some provisions that should define the obligations of the Parties even if they do not end up agreeing to do business together.

The following shall apply in relation to any Agreement entered into by the Oceanic Maritime Group whether or not the Oceanic Maritime Group has specifically drawn attention to these terms.
1. The Oceanic Maritime Terms shall be incorporated in any Agreement entered into by the Oceanic Maritime Group and a Customer where such contract involves the provision of Core Services. The Oceanic Maritime Terms shall be considered as displacing any other competing terms that are not specifically agreed in writing by the Oceanic Maritime Group.
2. In any Agreement where the Oceanic Maritime Group supplies or is supplied with services that are not Core Services, the Oceanic Maritime Terms shall apply to the extent they are germane to the contract.
3. Notwithstanding the foregoing, any determination to the effect that any of the Oceanic Maritime Terms would for whatever reason not be incorporated or applicable to any contract shall not of itself be considered a reason for the absence of a contract.

Explainer As mentioned in the introduction, we are only prepared to engage with Customers on these terms but if you wish us to consider others you can ask and we may agree.

As the providers of services, we would like to be clear on the terms in which we provide them.

Obligations of the Oceanic Maritime Group

Any company within the Oceanic Maritime Group that is approached directly or indirectly by a Customer with a view to the Oceanic Maritime Group providing services shall:
1. make reasonable inquiries within the Oceanic Maritime Group to ensure that there are no conflicts of interests;
2. provide a reasonable standard of professional service;
3. take reasonable steps to keep confidential any Confidential Information provided to it by the Customer;
4. adhere to any applicable laws; and
5. respond within a reasonable time.
Where the Oceanic Maritime Group is subject to an Agreement to provide Core Services it shall, in addition to the undertakings above, apply reasonable professional skill and judgment save to the extent that the instructions and/or agreement of the Customer define the scope of work and standard of service in any other way.
The above standards of service and undertakings shall not take account of any representation or statement made which is not specifically directed at the Customer.

Explainer The standard of our service in large part depends on which stage we have reached in our engagement. If we have not reached an Agreement under which we shall apply ourselves for reward, we promise to act reasonably.

At the point where we are formally engaged, we commit ourselves to provide a professional standard of service.

Although we pride ourselves on our reputation, things said about us on websites and advertising material are vague and we do not wish them to be considered a promise by us or descriptions with legal effects. We provide an extraordinarily high level of service, and it is our hope to exceed expectations. However, we do not commit to a standard beyond what is reasonable.

Limitation of Liability

The Customer agrees that in the event of any loss or damage of any kind as a result of the work done by any natural person who is a director, manager, employee or agent, the Customer shall only pursue the company that the relevant director, manager, employee or agent is acting for and not the natural person themselves.
Unless specifically agreed otherwise, the maximum aggregate liability for any claim whatsoever of the Oceanic Maritime Group collectively (including that of any Person) towards any Customer and its Affiliates taken together shall not exceed 3 times the amount that the Customer has agreed to pay in one calendar year and has in fact paid (including by indirect payment from a third party). In the event that the Customer’s engagement does not result in an Agreement to provide Core Services (or any other services), the limit of liability shall be Euro 100,000.
The Oceanic Maritime Group shall not be liable for any indirect or consequential losses.
Any right of action of any kind whatsoever against the Oceanic Maritime Group shall be deemed extinguished within 3 years from the date that the cause of action arose. Any claim for fraud, however, where it is alleged that any Person within the Oceanic Maritime Group has concealed wrongdoing, shall be subject to a 3-year time bar from the date that the cause of action could reasonably have been discovered.

Explainer We limit our liability in line with the insurance cover that we can reasonably obtain on the market. We consider our terms are reasonable and that our Customers are best placed to obtain their own insurance.

Customer Obligations

Ostensible Authority

The Customer is obliged to take reasonable steps to ensure that anyone speaking on its behalf to the Oceanic Maritime Group is fully authorised to do so.
Any natural person that is in the employ of the Customer that communicates with the Oceanic Maritime Group is assumed by the Oceanic Maritime Group to have authority to represent the Customer in relation to those communications and is authorised to bind the Customer to the Oceanic Maritime Terms. That person is deemed to have ostensible authority to bind the Customer.
Where any employee of the Customer that is authorised (actually or ostensibly) by the Customer to engage with the Oceanic Maritime Group for the provision of Core Services becomes aware that a Person that is not an employee or Affiliate of the Customer has approached the Oceanic Maritime Group on the Customer’s behalf, the Customer will be considered to have authorised that Person to do so and to bind the Customer to the Oceanic Maritime Terms.
If at any time anyone in authority within the Customer considers that anyone acting on its behalf has exceeded their authority, the Customer must notify the relevant company within the Oceanic Maritime Group in writing. Such notification shall not operate retrospectively to remove any commitment already entered into.

Explainer It should be your responsibility to make sure that whoever is talking to us on your behalf is actually authorised by you. We do not know the specific level of authorisations within your business.

Commissions and Payment

All payments due shall be paid timeously and not more than 28 days after they become due and payable. Should any sum due to be paid be delayed more than 28 days, interest shall accrue on that sum at 6% compounded quarterly until discharged.
Wherever the Oceanic Maritime Group has materially contributed to the negotiation of any Agreement it shall be paid the agreed commission and if a commission has not been specifically agreed, a commission shall be payable that reflects the market rate for the services provided.
Wherever the Oceanic Maritime Group has assisted in the arrangement of an Agreement (“Contract A”), the Customer is bound by the following further commitments unless specifically agreed otherwise.
1. In the event that the Customer enters into a further Agreement (“Contract B”) with the same party or with its Affiliate or anyone that the Customer has become aware of as a result of the Oceanic Maritime Group’s services and/or from the provision of Confidential Information by the Oceanic Maritime Group, the Customer must:
  1. inform the Oceanic Maritime Group of any such further Agreement;
  2. pay to the Oceanic Maritime Group an amount representing the commission that the Oceanic Maritime Group would have earned had Contract B been negotiated or arranged by the Oceanic Maritime Group.
2. Sub-clause (a) above shall not apply where Contract B is entered into more than 6 years after the coming into force of Contract A or, if it is the result of the provision of Confidential Information, 6 years after its provision.

Explainer The interest is charged at a commercial rate and reflects the cost of delayed payment to our business.

We earn commission from the contracts we arrange. Generally, if they are performed, we get paid commission. If they are not, we do not. The above provision guards against a situation where the parties we brought together decide to do something else which would exclude us.

We consider that having brought the parties together, we should not be cut out from earning from the deal we negotiated or from future deals that are as a result of our efforts.

Proprietary Information

Any Confidential Information provided by the Oceanic Maritime Group shall be considered the property of the Oceanic Maritime Group for a period of 6 years from the time that the Oceanic Maritime Group provides it.
The Customer shall only use the Confidential Information provided to it by the Oceanic Maritime Group for purposes authorised by the Oceanic Maritime Group.
The Customer shall take reasonable steps to ensure that Confidential Information provided by the Oceanic Maritime Group is shared within the Customer on a strict need-to-know basis and subject to any natural person acquiring it being required to keep it confidential.

Explainer Our services consist in large part on the information we supply for specific use. Circulating it would seriously undermine our business.

Sanctions, Corruption, Money Laundering

The Customer warrants that it and none of its Affiliates, none of its shareholders holding more than a 25% interest in any of its Affiliates and none of their directors or employees:
1. are subject to Sanctions;
2. are involved in organised crime or corrupt practices or bribery or money laundering;
3. are or have directly or indirectly been involved in breaching Sanctions or in money laundering; and
4. shall involve the Oceanic Maritime Group in any way that would expose them to an accusation of a breach of Sanctions, organised crime, corrupt practices, bribery, or money laundering.
The Customer shall supply such information as the Oceanic Maritime Group may request for the purposes of complying with any applicable law to which the Oceanic Maritime Group may be directly or indirectly exposed.

Explainer You are in a better position to know your own people and business. We believe that we are entitled to expect that by approaching us you will not put us at risk of breaching sanctions or committing a crime.

Good Faith

The Parties shall conduct themselves in good faith and be transparent in line with industry standards and be honest in their dealings with each other.
The Customer shall ensure that the Oceanic Maritime Group is given adequate information and directions with which to provide the Core Services that are contemplated.
The Customer shall specifically disclose if it has approached a different provider of Core Services in relation to the Core Services that it is engaging with the Oceanic Maritime Group.
The Oceanic Maritime Group is to be presumed to have other Customers that may be competing for the same Agreements for which the Customer has engaged it. However, where the Oceanic Maritime Group specifically undertakes a project for a Customer, it undertakes that it shall pursue that Customer’s interests without undermining them with competing work.
The Customer shall provide such information as the Oceanic Maritime Group would reasonably wish to know to enable it to provide its Core Services.
The Parties shall reasonably cooperate with each other for the purposes of enabling an Agreement for the provision of Core Services and thereafter for relevant Agreements with third parties.

GDPR

The Oceanic Maritime Group and the Customer shall comply with the requirements of the General Data Protection Regulation (EU) 2016/679 (“GDPR”) and any amendment or substitution thereof and shall ensure that they cooperate so as to ensure each other’s proper compliance.
The Customer shall keep, and shall procure that its Affiliates shall keep, any personal data supplied by the Oceanic Maritime Group in accordance with the requirements of the GDPR whether or not they are within the territory of the EU, as if they were located within the EU.
The Data Protection Principles shall apply as if herein set out in full.
The Customer is specifically notified that the Oceanic Maritime Group may record telephone or online conversations and/or may retain notes of the same, whether made by a natural person or by artificial intelligence.
Any such recordings are used for the purpose of maintaining a record of commitments entered into and shall only be retained for any period where the recordings may be used as evidence in legal proceedings.

Law and Arbitration

The relationship between the Customer and the Oceanic Maritime Group shall be governed by English law, including, for the avoidance of doubt, in relation to any civil liability.
In the event there is a dispute or difference between the Customer and the Oceanic Maritime Group, arising out of or in connection with the matters intended to be covered by these Terms, it shall be resolved by arbitration in London.
The arbitration shall be conducted in accordance with the London Maritime Arbitrators’ Association (LMAA) Terms current at the time when the arbitration is commenced.
The reference shall be to three arbitrators, one to be appointed by each Party and the third by the two so appointed. A Party wishing to refer a dispute to arbitration shall appoint its arbitrator and send notice of such appointment to the other Party, requiring the other Party to appoint its arbitrator within fourteen (14) days of that notice and stating that it shall appoint its arbitrator as sole arbitrator unless the other Party appoints its own arbitrator and gives notice that it has done so within the fourteen (14) days specified.
If the other Party does not appoint its own arbitrator and give notice that it has done so within the fourteen (14) days specified, the Party referring the dispute to arbitration may, without the requirement of any further prior notice to the other Party, appoint its arbitrator as sole arbitrator and shall advise the other Party accordingly. The award of a sole arbitrator shall be as binding as if he had been appointed by agreement.
The Parties agree that they shall permit consolidation of any proceedings to which at least one of them and/or any of their Affiliates and/or any of their employees is party, so as to enable the relevant facts and issues of any dispute to be resolved uniformly and without contradiction. As far as possible, the same facts in dispute should be resolved by the same Tribunal. To that end, the Parties shall endeavour to agree the mode of such consolidation, which may include the addition of all appointed arbitrators to a single tribunal. If the Parties cannot agree, the mode and procedure to be adopted shall be determined by the arbitrators appointed in the proceedings which are to be consolidated.
Nothing above shall prevent recourse to the courts of any country for the purposes of obtaining interim relief.
1. Any interim relief granted shall, however, be subject to the discretion of the arbitrators, who shall have discretion to determine whether the interim relief obtained is disproportionate and to order the Parties to adjust it accordingly.
2. The arbitrators shall not, however, have discretion to order the release of a vessel from arrest.

Explainer This subjects the relationship between us and you to English law and provides that any dispute between us is to be resolved by arbitration.

There could be many parties involved in the same dispute. It is convenient for everyone concerned that there is a “one stop shop”.

Himalaya Clause

The Oceanic Maritime Group and the Customer agree that, for good and valuable consideration, they have agreed to the Oceanic Maritime Terms as trustees and/or agents for each Party’s servants, subcontractors, directors and officers, and have secured the benefit of any limitations, protections, privileges and exclusions contained herein. To the extent necessary, any clause conveying the benefit of a limitation, protection, privilege and exclusion, and (for the avoidance of doubt) the Law and Arbitration clause, whether expressed or implicit, shall be interpreted so as to give it wide effect.
The Oceanic Maritime Group and the Customer further agree that the liability of all natural persons in connection with this agreement is exclusively the liability of the principal for whom they were acting at any relevant time in respect of any liability whatsoever and howsoever arising.
Clause 37 above does not apply so as to relieve any Person, or their employer, that is not in the employ of the Oceanic Maritime Group or a Customer or an Affiliate or employee of any of them.

Explainer Employees of the Parties should be protected from personal liability and, to do this effectively, they should have access to the rights, limitations and dispute resolution mechanisms within these terms.

Notices

The Oceanic Maritime Group and the Customer shall accept notices by e-mail, including notices of arbitration, under the following conditions:
1. the particular Person that is to be notified is within the Oceanic Maritime Group or is an Affiliate of the Customer;
2. the Person to be notified is specifically identified;
3. in the case of a Person within the Oceanic Maritime Group, at [email protected], provided the e-mail is acknowledged or a hard copy of the e-mail is delivered by recorded delivery at Vasileous Pavlou 124, 16673 Voula, Greece and marked for the attention of Mr. Tristan Boelting;
4. in the case of the Customer or its Affiliate, at the e-mail address or addresses through which the Person has engaged the Oceanic Maritime Group, provided the e-mail is acknowledged or a hard copy of the e-mail is delivered by recorded delivery at the address of the seat of the Person or its place of business and is marked “For the Attention of the Directors and Officers”.

← Back to Home