Terms & Conditions on Consulting Services
Chapter1 GENERAL PROVISIONS
- ClassNK Consulting Service Co., Ltd. (hereinafter referred to as "NKCS") shall carry out consulting services (hereinafter referred to as "the services") for any party (hereinafter referred to as "the Applicant") applying for the services in accordance with these Terms & Conditions. These Terms & Conditions shall not apply to consulting services prescribed separately.
- These Terms & Conditions shall apply to all services, information or advice relating to the services offered by NKCS, and shall be deemed to be, and treated as being incorporated in any contract or part thereof, and other arrangements entered into by NKCS with any party.
- NKCS shall exercise due care and act in a professional and workmanlike manner when carrying out all services.
- NKCS and its directors, officers, employees, agents or sub-contractors (hereinafter referred to as "the staff") shall act independently in the performance of the services without being influenced by any other party including, but not limited to, the shipyard, ship owner, operator, charterer, or insurer.
- If NKCS deems the preparations or the information required for carrying out the services to be inadequate, or deems that undue risks exist, the relevant services may be discontinued.
- NKCS and the Applicant shall comply with the confidentiality of any information of a confidential nature on technical, business, personal and other matters of both parties may obtain during in the course of their duties. In addition, after completion of the services as well as during a contract period, NKCS and the Applicant shall not disclose any such information to third parties for any purpose other than that for which they have been provided without prior written consent of the other party or as may be required by law as described below. The results of the services performed by NKCS shall also be treated as confidential.
- Notwithstanding the clause 1.3.1 of these Terms & Conditions, the contents and/or copies of documents, information, or results may be disclosed if so required by court order, legal proceedings or if requested by a public organization, such as a national government having valid rights.
The validity, applicability and interpretation of these Terms & Conditions, and of any documents, information or advice issued by NKCS, shall be determined by NKCS at its sole and absolute discretion.
NKCS may amend these Terms and Conditions at any time it deems necessary, without a prior written notice to the users. However, when NKCS find that the amendment of these Terms & Conditions have significant effect to the Applicant, NKCS shall inform thereof by issuing a written notice with a reasonable notice period.
- The services shall be carried out based on the application submitted by the Applicant NKCS deem to be appropriate.
- NKCS will accept the application if it deems the contents of the application to be appropriate and within the capability of NKCS to perform.
- The Applicant shall furnish NKCS with complete and correct information deemed necessary by NKCS to carry out the services being requested.
- A contract is concluded when a written application is submitted by the Applicant and the Applicant receives a response of acceptance from NKCS. Any points are unclear shall be cleared between the Applicant and NKCS.
- If NKCS concludes a contract with the Applicant after holding discussions on the contents of the services with the Applicant, clauses concerning fees and expenses, responsibility and liability, proper law and jurisdiction, as well as the handling of disagreements described in these clauses shall be substituted by the relevant clauses in the contract.
- The application and these Terms & Conditions are each deemed to be constituent documents of the contract. In cases where there is a difference or disagreement between the contents of these Terms & Conditions and the application, the clauses described in the application to be given priority.
The contractual status, rights and obligations of this contract shall not be transferred, succeeded nor pledged as collateral to any third party, without prior written consent of the other party.
Any corrections to the contract shall be valid only when both parties sign the documents.
The contract may be terminated with written notice by NKCS when any following reasons occur at the Applicant's side:
- (1) Breach of the application or these Terms & Conditions.
- (2) Bankruptcy, Civil Rehabilitation, special liquidation, proceeding of corporate reorganization, enforcement of attachment or provisional attachment, suspension of payment, suspension of bank transaction, or remarkable aggravation of trust caused by others.
- (3) Resolution on merger with other companies or liquidation.
- (4) When the relationship of any member, parties or membership in an equivalent organization of anti-social forces is disclosed.
Chapter3 DELIVERY OF DELIVERABLES
3.1 Delivery of Deliverables
- The limit of the delivery is set forth as described in the application. However, NKCS and the Applicant may set any limits through mutual consultation.
- Even in the event of delays in the delivery of the services regardless of any reason, NKCS shall not pay any kind of compensation for delay.
- In the event of termination of the contract, regardless of the presence or absence of liability for delay, NKCS shall not respond to any claims for compensation against loss of time, or revenue of others associated with the delay.
Chapter4 FEES AND EXPENSES
Service charges (hereinafter referred to as "Fees") refer to the price set in the quotation sheet or other documents from NKCS to the Applicant.
All business expenses such as travelling and accommodation fees shall be borne by the Applicant unless otherwise agreed in writing.
4.3 Payment of Fees and Expenses
- Payment shall be made to the account assigned by NKCS within thirty (30) days, counted from the date of issuance of the invoice issued by NKCS, unless otherwise agreed in writing.
In addition, all bank and transfer fees shall be borne by the Applicant.
- If the Applicant cancels a request for the services at their own convenience, the fees and expenses for the portion of the services already performed shall be due and payable.
Interest shall be charged at the rate of five (5) % per annum on any outstanding amount(s), unless otherwise agreed in writing.
Chapter5 RESPONSIBILITY AND LIABILITY
- Notwithstanding these Terms & Conditions nor any clauses in the application and contract, neither NKCS nor any its staff shall be liable for any loss, damage or expense of whatever nature arising as a result of any acts, omissions and errors that may arise as a result of providing the services, any information or advice.
- In providing the services, information or advice, neither NKCS nor any of its staff warrant the accuracy of any information or advice provided.
- Any documents related to the services issued as a result of the services carried out by NKCS shall reflect the condition of the relevant ship, structure, equipment, machinery, or other item at the time that the said services are performed. Moreover, appraisal, certification or reporting that goes beyond the scope of the items contained in the relevant documents shall not be performed.
- Any documents issued or information or advice relating to the services provided by NKCS shall be for the sole use of the Applicant or other duly authorized entity, and not for the use of any other third party.
- Unless otherwise stated, NKCS does not warrant that any computer hardware, software, electronics information equipment or system provided by NKCS has the capacity to operate without loss of its performance or functionality.
- Unless otherwise stated, NKCS hereby expressly excludes any liability of whatsoever nature and however caused in respect of any loss, damage or expense whatever arising out of or in connection with the loss of performance or functionality of any of the aforesaid items.
Notwithstanding the provisions of clause 5.1 above, if a manufacturer, owner or the Applicant who has received the services, information or advice from NKCS suffers loss, damages or expense arising from provision by NKCS' services, information or advice provided which is clearly shown to have been due to a negligent act, omission or error on the part of NKCS or any or its staff or to an inaccuracy in the information or advice given by or on behalf of NKCS, NKCS will pay compensation for the proved loss, damage or expense up to but not exceeding the amount of the fees charged and collected by NKCS for the particular service, information or advice rendered.
5.3 Claims for Loss, Damage or Expense
Any claim for loss, damage or expense described in clause 5.2 above shall be made in writing to NKCS within six (6) months of the date on which the services, information or advice was finally provided. Failure to submit any such claim for compensation within this time limit shall be deemed to constitute a waiver to such claim.
5.4 Force Majeure
NKCS shall not be liable for any loss, damage, delay or breach of contract that occurs due directly or indirectly by reasons such as natural disasters not be predicted at the time of conclusion of contract.
If the Applicant is dissatisfied or disagrees with the results of any services provided by NKCS in accordance with the provisions of these Terms & Conditions, the Applicant may appeal to NKCS in writing within thirty (30) days, counted from the day following issuance of documents issued by NKCS when the services are completed, in order to have the matter examined, accordingly.
Chapter7 PROPER LAW AND JURISDICTION
These Terms & Conditions under which the services are provided shall be governed by and construed in accordance with Japanese law. All disputes of any nature shall be submitted to the exclusive jurisdiction of the Tokyo District Court for fair resolution and Japanese law shall apply.