HARBORLAB MARKETPLACE TERMS AND CONDITIONS
1. INTERPRETATION AND SCOPE
1.1 HarborLab. HarborLab S.A. with its registered office at 278 Kifisias Avenue, 15232 Chalandri, Athens, Greece and Greek Tax ID Number EL801496688 and/or any of its affiliates including but not limited to HarborLab L.L.C FZ with its registered office at Meydan Grandstand, 6th floor, Meydan Road, Nad Al Sheba, Dubai, U.A.E. (“HarborLab” or the “Marketplace Provider”), provides and operates the Platform and the HarborLab Marketplace ecosystem under these Terms and Conditions.
1.2 Agent. The person or entity accepting these Terms and Conditions and participating in the HarborLab Marketplace ecosystem is the “Agent.” The Agent is a shipping agency that provides port agency services to vessels and their related interests, including but not limited to shipowners, ship managers, ship operators and charterers.
1.3 Platform and Customers. The Marketplace Provider has created and operates a platform (the “Platform”) for shipowners, ship managers, ship operators and charterers that connects, through the Platform, port agents with HarborLab’s existing and/or potential customers and/or existing and/or potential users of the Platform (the “Customers”).
1.4 Marketplace and Marketplace ecosystem. The Marketplace Provider has created and operates, through the Platform, a digital marketplace through which Customers may identify, request and receive quotations from, select and appoint participating Agents for port agency and related services (the “Marketplace”). The Marketplace, together with the Platform, the Marketplace Provider, participating Agents and Customers, and the payment, communication, administrative and related services made available by or through the Marketplace Provider or its approved third-party service providers, collectively constitute the HarborLab Marketplace ecosystem (the “Marketplace Ecosystem”).
1.5 Participation and Marketplace Commission. By participating in the HarborLab Marketplace ecosystem, the Agent agrees to pay the transaction-based Marketplace Commission for each Qualifying Appointment in accordance with these Terms and Conditions.
1.6 Marketplace access. The Marketplace Provider is willing to provide the Agent with access to the Platform and the HarborLab Marketplace ecosystem under these Terms and Conditions.
1.7 Binding effect. These HarborLab Marketplace Terms and Conditions, including Schedules 1 and 2 (the “Terms and Conditions”), constitute the binding agreement between the Marketplace Provider and the Agent concerning the Agent’s participation in the HarborLab Marketplace ecosystem (the “Agreement”). The Agent accepts the Agreement by accepting these Terms and Conditions electronically or otherwise, or by continuing to participate in the HarborLab Marketplace ecosystem after these Terms and Conditions have been made available to it. The individual accepting these Terms and Conditions on behalf of the Agent represents and warrants that they have authority to bind the Agent to this Agreement.
1.8 Limited supersession. This Agreement supersedes only prior agreements between the parties concerning the Agent’s participation in the HarborLab Marketplace Ecosystem and the Marketplace Commission payable for Marketplace appointments. It does not supersede any appointment-specific agreements, payment-provider agreements, data-protection agreements, confidentiality agreements or other agreements governing a different subject matter. Termination or replacement of a prior agreement shall not affect rights, payment obligations or liabilities accrued before the Commencement Date.
2. MARKETPLACE PROVIDER’S DUTIES AND RESPONSIBILITIES
2.1 Marketplace access. On a non-exclusive basis, the Marketplace Provider operates the Platform and the HarborLab Marketplace ecosystem through which Customers may submit requests and appoint the Agent at their discretion. The Marketplace Provider supplies the digital infrastructure through which appointment information, PDAs, FDAs, communications and payment information may be recorded, reviewed or transmitted. The Agent remains solely responsible for accepting and performing each appointment and for all port-agency services and related activities.
2.2 Limited scope of authority.
(a) No authority to bind. The Marketplace Provider shall have no authority, and shall not hold itself out, or permit any person to hold itself out, or otherwise create the impression that it is authorized to bind the Agent in any way and shall not do any act which might reasonably create the impression that the Marketplace Provider is so authorized.
(b) No authority to contract or negotiate. The Marketplace Provider shall not make or enter into any agreements or commitments or incur any liability whatsoever for and/or on behalf of the Agent, including for the provision of the Agent’s services or its remuneration for such services, and shall not negotiate any terms and conditions for the provision of the Agent’s services to the Customers.
2.3 Marketplace role. The Marketplace Provider acts solely as provider and operator of the Platform and the HarborLab Marketplace Ecosystem. It is not a port agent, supplier or guarantor of the Agent’s services and does not assume any responsibility whatsoever for the performance, quality, legality, pricing or outcome of those services or for the performance of the Customer with its payment obligations to the Agent or otherwise.
2.4 Marketing material. The Marketplace Provider shall not produce any marketing material for the Agent’s services or use the Agent’s name, logo or trademarks on any marketing material for such services without the prior written consent of the Agent.
2.5 Limits on representations. The Marketplace Provider shall not, without the Agent’s prior written consent, make or give any representations, warranties or other promises concerning the Agent’s services which are not contained in the Agent’s marketing material and for which the Agent shall assume full responsibility.
3. AGENT’S DUTIES AND RESPONSIBILITIES
3.1 Agent’s services. The Agent shall be solely responsible for providing its services to Customers in relation to all husbandry and owners’ matters. The Agent shall manage the supply of provisions and all other port-agency activities on behalf of Customers and in accordance with the applicable appointment terms. The Agent’s services shall include, without limitation:
(a) In relation to vessels, attend the Master and all crew matters, consular requirements, organize medical and dental treatment and supervise crew changes;
(b) Order and receive goods, services, supplies and spare parts for vessels;
(c) Make arrangements for the provision/lifting of bunkers by vessels;
(d) Arrange and coordinate repairs for vessels;
(e) Arrange and coordinate garbage and slops removal from vessels; and
(f) Arrange and coordinate all other activities related to the day-to-day running of vessels, while in port.
3.2 Service standards. In performing its services, the Agent shall comply with the following requirements:
(a) Good faith. The Agent must at all material times act in good faith toward the Marketplace Provider and the Customers.
(b) Provision of information. The Agent shall accurately provide the Marketplace Provider at all times with any and all necessary information the Marketplace Provider reasonably requires in performing its duties, including marketing information and details and cost of the services it can provide.
(c) Notice of suspension or cessation of the Agent’s services. The Agent shall notify the Marketplace Provider immediately if it suspends or ceases to perform its services in whole or in part.
(d) Maintain and share with the Marketplace Provider a 1) Health & Safety policy and 2) Ethics and Compliance policy.
(e) Sanctions. Comply at all times with applicable sanctions obligations and maintain and share with the Marketplace Provider a Sanctions policy in strict compliance with the United Nations (UN), European Union (EU), United States of America (OFAC), the United Kingdom (UK) and other applicable regulatory authorities.
(f) Provide to the Marketplace Provider:
(i) Information about cost estimations (PDAs), terminals & berths, port tariffs and regulations, upon request;
(ii) Port tariff updates as soon as these are known to the Agent; and
(iii) Any newsletter or other material that provides valuable information about the ports they serve by sending an email to the following email address of the Marketplace Provider: portanalysis@harborlab.com.
3.3 HarborLab Verified Payment Network. The parties intend to use the HarborLab Verified Payment Network (the “HLVPN”) as the preferred payment method whenever both the paying Customer or principal and the Agent are onboarded, verified, eligible and operationally able to transact through it. The Agent shall cooperate with reasonable and/or industry standard onboarding and verification requests. Where either party to a payment is not onboarded, verified, eligible or able to use the HLVPN, settlement may be completed through the traditional banking system or another method approved by the Marketplace Provider, without affecting the Agent’s obligation to pay Marketplace Commission. Use of the HLVPN and payment services provided by Ebury Partners UK Limited (“Ebury”) or other payment providers is subject to the separate terms agreed with Ebury or such other providers.
3.4 PDA below USD 10,000 – no upfront payment. Where the total Proforma Disbursement Account (“PDA”) for an appointment is less than USD 10,000, or its equivalent in another currency, and the Customer or principal elects not to make an advance or upfront payment, the Agent shall accept that payment term as a condition of the appointment. The Agent shall not reject the appointment, require an advance or upfront payment, or make performance conditional upon receipt of such payment solely because the Customer or principal has selected the no-upfront-payment option. Settlement shall be made within 30 days from the proper submission of the FDA in HarborLab’s platform and, where available, through the HLVPN.
4. COMMISSION AND PAYMENT
4.1 Definitions. For purposes of this agreement: (a) “Marketplace Commission” means the transaction-based commission payable to the Marketplace Provider under this Agreement; (b) “Designated DA Approver” means the Marketplace Provider or the relevant Customer, according to the arrangements between the Marketplace Provider and that Customer; (c) “Final Approved FDA” means the final version of the Agent’s Final Disbursement Account approved in the Platform by the Designated DA Approver after all accepted credit notes, refunds, discounts, write-offs, disputed items and other adjustments have been reflected; (d) “Qualifying Appointment” means an appointment, nomination, booking, request for services or engagement that is initiated, submitted, transmitted, recorded, allocated or otherwise facilitated through the Platform or HarborLab Marketplace ecosystem, under which the Agent performs services or activities reflected in a Final Approved FDA and receives payment from or on behalf of the relevant Customer or principal.
4.2 Marketplace Commission entitlement. The Agent shall pay the Marketplace Provider Marketplace Commission for every Qualifying Appointment, without exception and regardless of whether the Agent introduced, knew, had previously worked with, or maintained an existing commercial or other relationship with the relevant Customer, principal, affiliate or related party. The Marketplace Commission is payable on each and every occasion the appointment and the related transaction are processed through the HarborLab Marketplace ecosystem, and not because HarborLab first introduced the parties to one another.
4.3 Payment-based trigger; canceled appointments. No Marketplace Commission is payable merely because a request is created, a PDA is uploaded, an appointment is accepted or work begins. Marketplace Commission is payable only to the extent that the Agent receives payment for services, activities, fees or reimbursable amounts reflected in the Final Approved FDA for a Qualifying Appointment. If an appointment is canceled and the Agent receives no payment, no Marketplace Commission is payable. If the Agent receives a cancellation fee, reimbursement or any other payment relating to the appointment, Marketplace Commission shall apply to such amount received except to the extent it is an Excluded Expense under Schedule 2. Partial payments shall give rise to Marketplace Commission on a pro rata basis when received. Receipt includes payment to the Agent, its affiliate, sub-agent, nominee, assignee or any person acting on its behalf.
4.4 Final FDA and adjustments. Marketplace Commission shall be calculated only by reference to the Final Approved FDA and not by reference to a PDA or any preliminary, disputed or superseded FDA. If the FDA is reopened by the Designated DA Approver before settlement of the relevant Marketplace Commission, the subsequently approved final version shall prevail. The Agent shall promptly record and provide evidence of every payment, credit note, refund, discount, write-off or other adjustment. No unilateral reclassification, renaming, bundling, netting or amendment by the Agent shall reduce the Marketplace Commission unless accepted in the Final Approved FDA by the Designated DA Approver.
4.5 Rate and expense classification. The Marketplace Commission shall be six (6)% of all amounts received by or for the Agent in respect of Commissionable Expenses in the Final Approved FDA, as particularized in Part A of Schedule 2. Only the expenses expressly listed in Part B of Schedule 2 are Excluded Expenses and are not subject to Marketplace Commission. Every other fee, charge, cost, reimbursement or expense is commissionable and so subject to Marketplace Commission, including every item listed in Part A, all types and descriptions of agency fee, and any unlisted, newly created, unclear, renamed, bundled, locally described or functionally equivalent item. An item shall not become excluded merely because it is described as “other,” uses a different billing code or terminology, or did not exist on the Commencement Date. Any ambiguity shall be resolved in favor of classification as a Commissionable Expense. Part B of Schedule 2 is exhaustive and may be amended only by a written agreement signed by the Marketplace Provider.
4.6 Irrevocable deduction authorization for HLVPN payments. Where payment is processed through the HLVPN, the Agent irrevocably and unreservedly authorizes and instructs the Marketplace Provider and/or the applicable payment provider to calculate, deduct, retain and pay to the Marketplace Provider the Marketplace Commission before remitting the remaining balance to the Agent. The deduction shall be made in the same currency as the relevant Commissionable Expenses where practicable and supported by the HLVPN. Where that currency is not supported or cannot practicably be used for settlement, the deduction may be made in another supported currency. The Agent agrees that the deducted amount is an amount received for its account and immediately applied in payment of the Marketplace Commission, and that remittance of the net balance fully discharges the corresponding payment obligation to the Agent. The Agent shall not revoke, reverse, charge back, obstruct or challenge a deduction made in accordance with this Agreement, except in the case of a manifest calculation error notified with supporting evidence within thirty (30) calendar days.
4.7 HLVPN settlement statement. For each HLVPN payment, the settlement statement shall identify the amount received, the Commissionable Expenses, the Excluded Expenses, the currency, the Marketplace Commission retained and the net amount remitted to the Agent. The statement shall be conclusive absent a manifest calculation error notified in accordance with clause 4.6.
4.8 Invoicing. The Marketplace Provider shall issue invoices for all Marketplace Commission arising under this Agreement and may issue such invoices periodically, including on a consolidated monthly basis, irrespective of whether the relevant payment was processed through the HLVPN or another payment method. An invoice may cover one or more Qualifying Appointments, Customers, Final Approved FDAs and underlying payments and shall include or be accompanied by sufficient detail to identify the Marketplace Commission attributable to each relevant transaction. Where Marketplace Commission included in an invoice has already been deducted and retained through the HLVPN pursuant to clause 4.6, that amount shall be credited against the invoice and treated as settled. The Agent shall only be required to make separate payment in respect of any remaining unpaid balance.
4.9 Payment of amounts not collected through the HLVPN. To the extent that any Marketplace Commission included in an invoice has not already been deducted and retained through the HLVPN pursuant to clause 4.6, the Agent shall pay the outstanding amount in USD within thirty (30) calendar days after the invoice date, without set-off, counterclaim, deduction or withholding except as required by law. The Agent shall not structure, redirect, conceal or permit any payment for the purpose of avoiding, reducing or delaying Marketplace Commission.
4.10 Allocation of partial or undesignated underlying payments. Where a payment received by or for the Agent in respect of a Qualifying Appointment is partial or does not identify the FDA items to which it relates, it shall be allocated proportionately between Commissionable Expenses and Excluded Expenses in the Final Approved FDA, unless the Designated DA Approver has expressly approved a different allocation in writing. The Agent shall not allocate a payment so as to prefer Excluded Expenses or defer Marketplace Commission without that approval.
4.11 Currency and FX calculation. For Marketplace Commission not collected through the HLVPN, the Marketplace Commission shall first be calculated in each currency in which the relevant Commissionable Expenses were received. Where a deduction under clause 4.6 is made in a currency other than the currency of the relevant Commissionable Expenses, the conversion shall be made using the exchange rate applied by the applicable payment provider at the time of deduction. On the invoice date, each amount shall be converted into USD using the spot exchange rate quoted to the Marketplace Provider by Ebury (or other payment providers) at the time of invoice issuance. If Ebury (or any other payment provider involved) does not provide an available rate for the relevant currency, the Marketplace Provider may use the contemporaneous spot rate of another internationally recognized payment provider or financial-data source. If no direct USD rate is available, the conversion may be calculated through EUR or another commonly quoted intermediate currency. For Marketplace Commission not collected through the HLVPN, the invoice shall state the original currency and amount, the six (6)% calculation, the rate, source, date and time, any intermediate conversion and the final USD amount. The stated USD amount shall be final except for manifest error and shall not be affected by subsequent exchange-rate fluctuations. Marketplace Commission deducted and retained through the HLVPN pursuant to clause 4.6 shall be treated as settled in the currency and amount actually deducted. Where such amount is shown on an invoice denominated in USD, any USD equivalent shall be shown for informational and reconciliation purposes only and shall not alter the amount already settled.
4.12 Statements, records and audit. The Agent shall maintain complete and accurate records for each appointment, Final Approved FDA, invoice, receipt, credit, refund and payment for at least seven (7) years. On reasonable notice, the Marketplace Provider and/or its professional advisers may inspect and audit those records solely to verify compliance and Marketplace Commission. The Agent shall provide requested records within ten (10) business days. If an audit identifies an underpayment of more than five (5)% for the period reviewed, the Agent shall promptly pay the shortfall, interest and the Marketplace Provider’s reasonable audit costs.
4.13 Taxes and gross-up. Marketplace Commission is exclusive of VAT and all similar taxes, which shall be payable in addition where applicable. All amounts shall be paid free and clear of deduction or withholding. If a deduction or withholding is required by law, the Agent shall increase the payment so that the Marketplace Provider receives the same net amount it would have received without the deduction, except to the extent that applicable law prohibits such gross-up. The Agent shall make the required payment to the authority on time, provide official evidence and cooperate in obtaining any available treaty relief, exemption, reduction or credit.
4.14 Late payment. Interest shall accrue on every overdue undisputed amount from its due date until payment in full, before and after judgment, at the higher of: (a) eight (8)% per annum above the Bank of England base rate from time to time; and (b) the highest rate permitted by applicable law. The Agent shall also pay the Marketplace Provider’s reasonable costs of recovering overdue sums. This clause does not limit any statutory right or remedy available to the Marketplace Provider.
4.15 Disputes. The Agent shall notify any good-faith dispute concerning a statement or invoice in writing within thirty (30) calendar days after receipt, with full details and supporting evidence. If it does not do so, the statement or invoice shall be deemed accepted, subject only to manifest error. A dispute shall not delay payment of any undisputed amount and shall not entitle the Agent to revoke or reverse an HLVPN deduction.
5. CONFIDENTIALITY
5.1 Obligations of confidentiality. Each party undertakes that it shall not at any time during this Agreement, and for a period of two (2) years after termination of this Agreement, disclose to any person any confidential information concerning the business, affairs, customers, or suppliers of the other party or of any member of the group of companies to which the other party belongs, including the existence of the Agreement, except as expressly permitted herein.
5.2 Confidentiality exceptions. Each party may disclose the other party’s confidential information:
To its employees, officers, representatives or advisers who need to know such information for the purpose of carrying out its obligations under this Agreement. Each party shall procure that its employees, officers, representatives or advisers to whom it discloses the other party’s confidential information comply with this clause 5; and
As may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
5.3 Limited use of confidential information. No party shall use the other party’s confidential information for any purpose other than to perform its obligations under this Agreement.
5.4 Return of documents and records. All documents and other records (in whatever form) containing confidential information supplied to or acquired by the Agent from the Marketplace Provider shall be returned promptly to the Marketplace Provider on termination of this Agreement, and no copies shall be kept, whether digitally or otherwise.
6. DATA PROTECTION
6.1 Definitions.
Agreed Purposes: Operation of the Platform and HarborLab Marketplace ecosystem, facilitation and processing of appointments, and agency services provided by the Agent pursuant to this Agreement.
Controller, data controller, processor, data processor, data subject, personal data, processing and appropriate technical and organizational measures, binding corporate rules: As set out in the applicable Data Protection Legislation in force at the time.
Data Protection Legislation: all applicable data-protection and privacy laws, including the EU General Data Protection Regulation (EU) 2016/679, applicable Greek implementing law in each case as amended and in force.
Permitted Recipients: The parties to this Agreement, the employees of each party, any third parties engaged to perform obligations in connection with this Agreement.
Shared Personal Data: the personal data to be shared between the parties under this Agreement.
6.2 Shared Personal Data. The provisions which follow set out the framework for the sharing of personal data between the parties as data controllers. Each party acknowledges that one party (the Data Discloser) will regularly disclose to the other party (the Data Recipient) Shared Personal Data collected by the Data Discloser for the Agreed Purposes. Each party shall:
(a) Ensure that it has all necessary consents and notices in place to enable lawful transfer of the Shared Personal Data to the Data Recipient for the Agreed Purposes;
(b) Give full information to any data subject whose personal data may be processed under this Agreement of the nature such processing. This includes giving notice that, on the termination of this Agreement, personal data relating to them may be retained by or, transferred to one or more of the Data Recipients, their successors and assigns.
(c) Process the Shared Personal Data only for the Agreed Purposes;
(d) Not disclose or allow access to the Shared Personal Data to anyone other than the Permitted Recipients;
(e) Ensure that all Permitted Recipients are subject to written contractual obligations concerning the Shared Personal Data (including obligations of confidentiality) which are no less demanding than those imposed by this agreement.
(f) Ensure that it has in place reasonably appropriate technical and organizational measures to protect against unauthorized or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data.
6.3 Compliance. Each party shall comply with the Data Protection Legislation and agrees that any material breach of the Data Protection Legislation shall, if not remedied within 30 days of written notice from the other party, give grounds to the other party to terminate this Agreement with immediate effect.
7. LIMITATION OF LIABILITY, RESPONSIBILITY AND INDEMNITY
7.1 Agent’s sole responsibility. The Agent is solely responsible for accepting, planning and performing every appointment; selecting, instructing and paying its personnel, suppliers and sub-agents; complying with law, sanctions, licenses, port requirements and Customer instructions; and ensuring the accuracy, completeness and legality of every PDA, FDA, supporting document, charge and communication. The Agent remains fully responsible for every act and omission of its personnel, suppliers, affiliates and sub-agents as if it were its own.
7.2 Marketplace limitation. The Marketplace Provider supplies digital infrastructure only and is not a party to the contract for port-agency services between the Agent and the Customer. It does not perform, supervise, control, warrant or guarantee the Agent’s services, the Customer’s instructions, the accuracy of information supplied by either party, payment by any Customer, or the availability, speed or outcome of any third-party banking or payment service.
7.3 Exclusions and cap. To the fullest extent permitted by law, the Marketplace Provider shall not be liable for any indirect or consequential loss, loss of profit, revenue, business, opportunity, goodwill, data or anticipated savings, or any loss arising from an appointment, port service, Customer nonpayment, Agent act or omission, Platform interruption, cyber incident outside its reasonable control, or payment-provider act or omission. Subject to liabilities that cannot lawfully be limited, the Marketplace Provider’s total aggregate liability arising out of or relating to this Agreement shall not exceed the Marketplace Commission actually received by it from the Agent during the twelve (12) months immediately preceding the event giving rise to the claim.
7.4 Agent indemnity. The Agent shall indemnify and keep indemnified the Marketplace Provider, its affiliates, officers and employees against any and all claims, losses, liabilities, damages, penalties, costs and reasonable legal expenses arising from or relating to: (a) the Agent’s services or any appointment; (b) any act or omission of the Agent, its personnel, suppliers or sub-agents; (c) inaccurate or misleading PDA, FDA, tariff, port or payment information; (d) breach of law, sanctions, confidentiality or Data Protection Legislation; or (e) breach of this Agreement, except to the extent finally determined to have resulted directly from the Marketplace Provider’s fraud or willful misconduct.
7.5 Mandatory liability. Nothing in this Agreement excludes or limits liability for fraud, fraudulent misrepresentation, death or personal injury caused by negligence, or any other liability that cannot lawfully be excluded or limited.
8. COMMENCEMENT AND DURATION
8.1 Commencement and term. These Terms and Conditions shall commence on the date on which the Agent accepts them in accordance with clause 1.7 (the “Commencement Date”) and shall continue for three (3) years. They shall then renew automatically for successive one-year periods unless either party gives at least ninety (90) calendar days’ written notice before the end of the then-current term.
9. SUSPENSION AND TERMINATION
9.1 Suspension or removal. The Marketplace Provider may immediately suspend the Agent, withhold new appointments, restrict Platform access or remove the Agent from the Marketplace where the Marketplace Provider reasonably considers that the Agent has breached this Agreement or applicable Marketplace rules, failed a compliance or risk review, failed to pay an amount when due, provided inaccurate information, created legal, sanctions, financial, operational or reputational risk, or otherwise ceased to meet the Marketplace Provider’s participation standards. Suspension does not affect accrued payment obligations.
9.2 Immediate termination. The Marketplace Provider may terminate this Agreement immediately by written notice if the Agent commits a material breach, repeatedly breaches the Agreement, fails to pay an undisputed amount within ten (10) calendar days after written demand, becomes insolvent, loses a required license or authorization, fails a sanctions or compliance review, commits fraud or serious misconduct, or creates a material legal or reputational risk for the Marketplace Provider and/or a Customer. Either party may terminate for a remediable material breach not remedied within thirty (30) calendar days after written notice.
9.3 Consequences and survival. Termination shall not affect accrued rights or obligations. Clauses 4, 5, 6, 7, 9.3 and 11 through 16, together with any provision intended by its nature to survive, shall continue in force. Marketplace Commission shall remain payable for every Qualifying Appointment initiated, submitted, transmitted, recorded, allocated or otherwise facilitated through the Marketplace before termination, whenever the Agent receives the related payment. No Marketplace Commission shall arise solely from an appointment first introduced into the Marketplace after the effective date of termination.
10. FORCE MAJEURE
10.1 Force majeure. Neither party shall be liable for delay or failure to perform a nonpayment obligation caused by an event beyond its reasonable control, including natural disaster, war, civil disorder, epidemic, governmental action, sanctions restriction, telecommunications failure, cyberattack or failure of banking or payment infrastructure. The affected party shall notify the other party promptly and use reasonable efforts to mitigate the effect. A force-majeure event shall not excuse payment of Marketplace Commission or another amount already due.
11. GENERAL
11.1 Independent parties. The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, fiduciary relationship or legal agency, and neither party may bind the other.
11.2 Assignment and subcontracting. The Agent shall not assign, transfer or subcontract any right or obligation under this Agreement without the Marketplace Provider’s prior written consent. The Marketplace Provider may assign or transfer this Agreement to an affiliate or in connection with a reorganization, financing, merger or sale of all or substantially all of the relevant business or assets.
11.3 Variation, waiver and severability. Harborlab may from time to time unilaterally amend the Terms and Conditions provided, however, that it shall be obliged to inform the Agent in writing that an amendment has taken place in which case the Agent shall have thirty (30) calendar days to terminate the Agreement. In the event that more than thirty (30) calendar days have elapsed without terminating the Agreement it shall be unreservedly deemed that the Agent has accepted said amendment. Nothwistanding the above, no variation is effective unless in writing and signed by authorized representatives of both parties, except where this Agreement expressly provides otherwise. A delay or failure to exercise a right is not a waiver. If any provision is invalid or unenforceable, it shall be modified to the minimum extent necessary or severed, and the remaining provisions shall continue in effect.
11.4 Electronic acceptance. The Agent may accept these Terms and Conditions electronically. Electronic acceptance shall have the same legal effect as an original signature and shall evidence the Agent’s agreement to be bound by the Agreement.
12. THIRD-PARTY RIGHTS
12.1 Third-party rights. No person other than a party to this Agreement, its successors and permitted assignees, shall have any right to enforce any term of this Agreement.
13. NOTICES
13.1 Method and receipt. Any notice required to be served under the provisions hereof may be served by e-mail. Such notice shall be deemed to have been received within 24 hours of sending, upon satisfactory evidence of dispatch. For the purposes of this provision, the following e-mail addresses shall be used:
For the Marketplace Provider:
Email: agents@harborlab.com
For the Agent:
Email: the general e-mail used for the Agents’ registration in HarborLab’s platform
14. ENTIRE AGREEMENT
14.1 Entire agreement. Subject to the limited supersession provision in clause 1.8, this Agreement constitutes the entire agreement between the parties concerning the Agent’s Marketplace participation and Marketplace Commission. Each party acknowledges that it has not relied on a statement not set out in this Agreement, without limiting liability for fraud or fraudulent misrepresentation.
15. GOVERNING LAW
15.1 Governing law. This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of England and Wales.
16. JURISDICTION
16.1 Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to decide on any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).
SCHEDULE 1 – AGENT’S INVOICING DETAILS
Full company style
Company registration number
Tax ID Number
Email address
SCHEDULE 2 – COMMISSIONABLE AND EXCLUDED EXPENSES
This Schedule forms part of clause 4.5. Items classified as Commissionable in the tables below constitute Part A and are subject to the six (6)% Marketplace Commission. Items classified as Non-Commissionable constitute Part B and are Excluded Expenses. Part B is exhaustive. Every fee, charge, cost, reimbursement or expense not expressly classified as Non-Commissionable is Commissionable, including all forms of agency fee and every unlisted, new, unclear, renamed, bundled, locally described or functionally equivalent item.
01 / Crew Changes On Signers
Handling fee INCLUDED
OKTB INCLUDED
Crew LOI INCLUDED
Crew meet & assist fee INCLUDED
Launch INCLUDED
Gate pass INCLUDED
Transportation airport – hotel INCLUDED
Transportation hotel – vessel INCLUDED
Transportation airport – vessel INCLUDED
Hotel accommodation INCLUDED
Visa arrangements INCLUDED
Immigration INCLUDED
Medical assistance INCLUDED
Other Transportation means (Flights, Ferries, Car Hires) INCLUDED
Meals INCLUDED
02 / Crew Changes Off Signers
Handling fee INCLUDED
OKTB INCLUDED
Crew LOI INCLUDED
Crew meet & assist fee INCLUDED
Launch INCLUDED
Gate pass INCLUDED
Transportation airport – hotel INCLUDED
Transportation hotel – vessel INCLUDED
Transportation airport – vessel INCLUDED
Hotel accommodation INCLUDED
Visa arrangements INCLUDED
Immigration INCLUDED
Medical assistance INCLUDED
Other Transportation means (Flights, Ferries, Car Hires) INCLUDED
Meals INCLUDED
03 / Spares & Stores
Spares/stores clearance INCLUDED
Spares/stores handling fee INCLUDED
Spares transportation from warehouse to vessel INCLUDED
Launch for spares/stores/provisions INCLUDED
Land transportation spares/stores/provisions INCLUDED
Handling/reception at warehouse INCLUDED
Shore crane rental/forklift rental INCLUDED
Courier delivery charge INCLUDED
Equipment Supply (Chemicals/Gases/Deck/Cabin/Engine Stores) EXCLUDED
04 / Superintendents
Handling fee INCLUDED
Hotel accommodation INCLUDED
Gate pass INCLUDED
Transportation airport – hotel INCLUDED
Transportation hotel – vessel INCLUDED
Transportation airport – vessel INCLUDED
Visa arrangements INCLUDED
Immigration INCLUDED
Other Transportation means (Flights, Ferries, Car Hires) INCLUDED
Meals INCLUDED
05 / Technicians
Handling fee INCLUDED
Hotel accommodation INCLUDED
Gate pass INCLUDED
Transportation airport – hotel INCLUDED
Transportation hotel – vessel INCLUDED
Transportation airport – vessel INCLUDED
Visa arrangements INCLUDED
Immigration INCLUDED
Other Transportation means (Flights, Ferries, Car Hires) INCLUDED
Meals INCLUDED
06 / Surveyors & Auditors
Other Transportation means (Flights, Ferries, Car Hires) INCLUDED
Meals INCLUDED
Handling fee INCLUDED
Hotel accommodation INCLUDED
Gate pass INCLUDED
Transportation airport – hotel INCLUDED
Transportation hotel – vessel INCLUDED
Transportation airport – vessel INCLUDED
Visa arrangements INCLUDED
Immigration INCLUDED
07 / Operations & Other Expenses
Garbage removal EXCLUDED
Bilge water removal EXCLUDED
Slops EXCLUDED
Sludge removal EXCLUDED
Ship’s sanitation certificate EXCLUDED
COC inspection EXCLUDED
COC coordination INCLUDED
Fresh water supply EXCLUDED
Inspection fee EXCLUDED
SPRO EXCLUDED
Lubricant delivery expenses INCLUDED
Lub oil samples offlanding INCLUDED
Fuel oil samples offlanding INCLUDED
Pest control/AGM Inspection fee EXCLUDED
Divers/underwater inspection/hull cleaning/propeller polishing expenses INCLUDED
NOC charges EXCLUDED
Helicopter INCLUDED
Bunker survey coordination fee INCLUDED
Bunker survey launch INCLUDED
Holds Inspection/Cleaning INCLUDED
Guards INCLUDED
Lub Oil Analysis EXCLUDED
08 / Cash to Master – USD
CTM amount EXCLUDED
CTM transportation INCLUDED
CTM insurance fee INCLUDED
CTM expenses INCLUDED
CTM bank charges INCLUDED
09 / Cash to Master – EUR
CTM amount EXCLUDED
CTM transportation INCLUDED
CTM insurance fee INCLUDED
CTM expenses INCLUDED
CTM bank charges INCLUDED
10 / Cash to Master – Local Currency
CTM amount EXCLUDED
CTM transportation INCLUDED
CTM insurance fee INCLUDED
CTM expenses INCLUDED
CTM bank charges INCLUDED
11 / Agency Fees
EXPENSE STATUS
Agency Fees INCLUDED