These Standard Terms and Conditions of Business (Terms) apply to all marine surveying, consultancy, inspection, claims support, port agency, underwater ROV, ultrasonic testing, expert, advisory and related services provided by Serene Marine Services Ltd. (Serene Marine, we, us or our), unless a written agreement signed by a director of Serene Marine expressly says otherwise.

They are intended to be incorporated into each engagement by reference in quotations, engagement letters, email signatures, booking confirmations, purchase-order responses, reports, invoices and/or the Serene Marine website. By instructing Serene Marine, accepting a quotation, allowing work to start or continue, receiving or using a Report, or paying any Fee, the Client agrees that these Terms form part of the Contract.

1. Definitions

In these Terms, unless the context requires otherwise:

– Client means the person, company, owner, manager, charterer, broker, insurer, underwriter, adjuster, solicitor, agent, representative, principal or other party at whose request, on whose behalf, or for whose benefit Serene Marine provides or is asked to provide Services. Where an agent or intermediary instructs Serene Marine, the agent warrants that it has authority to bind the principal. Unless Serene Marine agrees otherwise in writing, the agent/intermediary and the principal are jointly and severally liable for all Client obligations, including payment.

– Contract means the contract between Serene Marine and the Client, comprising these Terms, any written quotation, engagement letter, email confirmation, accepted scope of work and any other written terms expressly agreed by Serene Marine.

– Disbursements means third-party costs, expenses and outlays reasonably incurred in connection with the Services, including travel, subsistence, accommodation, transport, launch or boat hire, access charges, port fees, photography, testing, printing, courier, reproduction, specialist equipment, subcontractor costs and electronic transmission costs.

– Fees means Serene Marine’s charges for the Services, together with VAT or other applicable taxes, Disbursements, cancellation charges, waiting time, administration charges and any other amounts payable under the Contract.

– Report means any report, certificate, statement, note, opinion, advice, finding, recommendation, photograph, measurement, video, drawing, data, file, presentation or communication supplied by or on behalf of Serene Marine, whether in draft or final form and whether written, oral, electronic or otherwise.

– Services means the services Serene Marine agrees to provide under the Contract, together with any ancillary or related services, attendances, advice or communications.

2. Application, acceptance and precedence

2.1 These Terms apply to every engagement and prevail over any terms proposed by the Client, including terms printed on or referred to in purchase orders, portals, tender documents, remittance advices, email footers or other Client documents. Serene Marine does not accept Client terms unless a director of Serene Marine expressly accepts them in writing.

2.2 A quotation is not an offer capable of acceptance unless stated otherwise. Serene Marine may withdraw or revise a quotation at any time before acceptance and may decline instructions at its discretion.

2.3 If there is a conflict between these Terms and a written engagement letter or quotation issued by Serene Marine, the engagement letter or quotation prevails only to the extent of the specific conflict. These Terms continue to apply in all other respects.

2.4 The website version in force at the time Serene Marine accepts the relevant instruction applies to that engagement. Updates to the website version apply to later or additional instructions unless otherwise agreed in writing.

2.5 Nothing in these Terms excludes or limits any liability that cannot lawfully be excluded or limited. Where the Client is acting as a consumer, these Terms apply only to the extent permitted by mandatory consumer protection law, and the Client must tell Serene Marine before the Services begin if the Client is acting as a consumer.

3. Instructions, scope and variations

3.1 The Client shall set out in writing the Services required, the purpose for which the Services are required, any deadline, the identity of any intended recipient, and any particular assumptions, standards, forms or reporting requirements. Serene Marine may rely on the Client’s instructions and is not responsible for the consequences of unclear, late, incomplete, inaccurate or ambiguous instructions.

3.2 Serene Marine’s duties are limited to the Services expressly agreed in writing. Serene Marine is not obliged to provide any service, advice, certification, guarantee, class approval, legal opinion, tax opinion, market valuation, engineering design, repair specification, seaworthiness certification or expert-witness service unless expressly agreed in writing.

3.3 Any change to the Services, timetable, vessel, site, scope, deliverables, reporting format or assumptions must be agreed by Serene Marine in writing. Serene Marine may charge additional Fees and Disbursements for any change, delay, repeat attendance, waiting time, abortive attendance or additional work.

3.4 Serene Marine may take reasonable steps that it considers necessary for safety, preservation of evidence, loss mitigation, compliance or efficient performance, but doing so does not expand the agreed scope or create any additional duty.

4. Client obligations

The Client shall, at its own cost and in sufficient time:

– provide complete, accurate and unambiguous information, documents, records, drawings, certificates, photographs, histories, repair records, cargo details, voyage details, maintenance records, class records and other material relevant to the Services;

– identify all parties with an interest in the vessel, cargo, site, property, casualty or matter, including owners, managers, charterers, insurers, underwriters, brokers, authorities and lawyers where relevant;

– obtain all permissions, permits, visas, security clearances, passes, port or terminal approvals and consents needed for Serene Marine to access premises, vessels, cargo, equipment, personnel, documents and electronic systems;

– ensure safe, timely and unobstructed access to vessels, cargo, premises, installations, equipment and personnel, including lighting, ventilation, staging, ladders, launch services, cleaning, gas-free certification, isolation of hazards and suitable escorts where required;

– warn Serene Marine in writing of all known or suspected hazards, including confined spaces, dangerous cargo, unstable structures, fire or explosion risk, pollution, asbestos, chemicals, radiation, biological hazards, electrical hazards, mooring risks, underwater hazards and adverse environmental conditions;

– make available any equipment, information or assistance that Serene Marine reasonably requests and ensure that any equipment supplied by or on behalf of the Client is suitable, safe, properly maintained and operated by competent persons; and

– co-operate with Serene Marine and not interfere with Serene Marine’s professional judgment, methods, findings or reporting.

The Client is responsible for all consequences of failing to comply with this clause, including delay, additional cost, inability to inspect, qualified findings, incomplete Reports and loss or damage suffered by Serene Marine or others.

5. Access, safety and operational discretion

5.1 Serene Marine may refuse, suspend or stop any attendance or activity that it considers unsafe, unlawful, impractical, outside scope or likely to expose any person, vessel, property or the environment to unacceptable risk. Serene Marine is not liable for delay, incomplete work or additional cost caused by such refusal, suspension or stoppage.

5.2 Serene Marine is not responsible for the custody, preservation, security, insurance or safekeeping of any vessel, cargo, sample, equipment, document or property unless expressly agreed in writing.

5.3 If the Client or a third party provides transport, launch services, equipment, tools, ladders, staging, drones, ROV support, lifting equipment, safety equipment or other facilities, the Client is responsible for ensuring they are safe, compliant and suitable. The Client shall indemnify Serene Marine against loss, damage, injury and cost arising from their use, except to the extent directly caused by Serene Marine’s proven negligence.

6. Standard of performance

Serene Marine shall use reasonable care and skill in performing the Services, in accordance with sound marine surveying and consultancy practice appropriate to the agreed scope, the information made available, the conditions at the time and the limitations of access, time, safety and budget. Serene Marine does not warrant or guarantee any particular outcome, regulatory response, insurer response, class response, commercial result or litigation result.

7. Reports, findings and inherent limitations

7.1 Reports are statements of professional opinion based on the agreed scope, information supplied, conditions encountered and matters visible or reasonably ascertainable at the time and place of attendance. Conditions may change after attendance. Reports are not guarantees of condition, seaworthiness, safety, compliance, value, fitness for purpose, future performance or absence of latent defects.

7.2 Unless expressly agreed in writing, inspections are non-destructive, visual and/or sample-based. Serene Marine is not responsible for defects, damage, deterioration, contamination, wastage, corrosion, cracking, repairs, modifications, non-compliance or other matters that are hidden, latent, intermittent, inaccessible, concealed by coatings or insulation, underwater, behind linings, within machinery, within structures, within cargo or otherwise not reasonably discoverable within the agreed scope.

7.3 Ultrasonic thickness testing, underwater ROV inspections, drone inspections, photographs, videos, measurements and samples are limited by the agreed locations, calibration, surface preparation, visibility, fouling, lighting, weather, tides, sea state, access, operator safety and other practical conditions. They should not be treated as a complete survey of all areas unless the Report expressly says so.

7.4 Oral comments, informal emails, working notes and draft Reports are preliminary only and may not be relied upon. Only the final Report issued by Serene Marine may be relied upon, and only by the Client, for the agreed purpose and subject to these Terms.

7.5 Serene Marine is not obliged to update a Report after issue unless expressly agreed in writing. Any update, addendum or supplementary Report may be charged separately.

8. Reliance, use and disclosure of Reports

8.1 Reports and Services are provided solely for the Client and solely for the purpose expressly agreed in writing. No third party may rely on any Report or Service without Serene Marine’s prior written consent, which may be withheld or made subject to a reliance letter, additional fees and further terms.

8.2 The Client shall not publish, quote from, excerpt, edit, alter, summarise, translate, upload, circulate or disclose a Report to any third party without Serene Marine’s prior written consent. If Serene Marine consents to disclosure, the Client must disclose the complete Report, including all assumptions, qualifications, limitations, photographs, appendices and disclaimers, and must not present any part out of context.

8.3 Unless Serene Marine agrees otherwise in writing, consent to disclose a Report does not create a duty of care to the recipient and does not permit the recipient to rely on the Report. The Client shall ensure that any permitted recipient is told this before receiving the Report.

8.4 The Client shall indemnify Serene Marine against all claims, losses, costs and liabilities arising from any unauthorised use, reliance, publication, disclosure, quotation, excerpting, editing, alteration, summary or onward transmission of any Report or Service.

8.5 A Report may not be used for court, arbitration, mediation, regulatory, disciplinary, expert-determination or other formal proceedings unless Serene Marine has expressly agreed in writing. If Serene Marine is required or requested to give evidence, attend meetings, respond to subpoenas, provide witness statements, disclose files or assist in proceedings, the Client shall pay Serene Marine’s time, costs and legal expenses at Serene Marine’s then-current rates, unless otherwise agreed in writing.

9. Fees, Disbursements and payment

9.1 Unless stated otherwise, all Fees are exclusive of VAT and other applicable taxes. Disbursements are payable in addition to professional Fees. Serene Marine may require payment on account, deposits, retainers or advance payment before starting or continuing Services.

9.2 The Client shall pay each invoice in full, without set-off, counterclaim, deduction or withholding, within 30 days of the invoice date unless Serene Marine agrees a different payment period in writing.

9.3 If any invoice is overdue, Serene Marine may, without prejudice to any other rights, charge statutory late payment interest at the applicable European Central Bank reference rate plus 8 percentage points, or such other rate as may be permitted by law, together with compensation, debt recovery costs and legal costs on a full indemnity basis. Interest accrues daily from the due date until payment is received.

9.4 Serene Marine may suspend or terminate Services, withhold Reports, withdraw any licence to use Reports, retain Client property or documents lawfully in its possession, and/or notify permitted recipients that reliance is suspended, until all overdue amounts are paid.

9.5 Where the Client is an agent, broker, manager, adjuster, insurer, solicitor or other intermediary, Serene Marine may invoice the intermediary, the principal or both. The intermediary remains liable unless Serene Marine expressly agrees in writing to look only to the principal for payment.

10. Cancellation, delay and abortive attendances

10.1 If the Client cancels, postpones, changes or prevents an attendance or engagement, or if Serene Marine is unable to perform because access, information, safety arrangements, permissions, personnel, vessel readiness, cargo readiness, weather windows or other Client responsibilities are not in place, the Client shall pay all Fees and Disbursements incurred, together with waiting time, travel time, committed subcontractor costs, non-refundable expenses and any reasonable cancellation charge.

10.2 Serene Marine may charge a full day or other minimum attendance charge where attendance is cancelled or becomes abortive at short notice, where Serene Marine personnel are already travelling or on site, or where the booked time cannot reasonably be reallocated.

11. Confidentiality

11.1 Serene Marine shall not knowingly disclose Client information that is clearly identified in writing as confidential, except as permitted by these Terms, required by law, required by insurers or advisers, required for debt recovery, required for professional or regulatory reasons, or reasonably necessary for the performance, administration, defence or enforcement of the Contract.

11.2 Confidentiality obligations do not apply to information that is public, already known to Serene Marine, independently developed, received from a third party without breach of duty, not reasonably confidential, or required to be disclosed by law, court, regulator, authority, insurer, auditor, professional adviser or stock exchange requirement.

11.3 Serene Marine may disclose information to employees, officers, subcontractors, consultants, insurers, reinsurers, brokers, auditors, legal advisers, accountants, IT providers and other professional advisers on a need-to-know basis. Serene Marine may use anonymised or non-identifying information, images and data for internal training, quality assurance, technical development, risk management, insurance, marketing and precedent purposes.

11.4 Unless otherwise agreed in writing, contractual confidentiality obligations expire 12 months after the final Report or, if no Report is issued, 12 months after completion or termination of the Services. This does not affect obligations that cannot lawfully expire, including obligations relating to personal data or legally privileged material.

12. Intellectual property and licence

12.1 All copyright, database rights, know-how, methods, templates, formats, photographs, videos, drawings, calculations, working papers, files and other intellectual property created, used or supplied by Serene Marine remain the property of Serene Marine or its licensors.

12.2 Subject to full payment of all Fees, Serene Marine grants the Client a limited, revocable, non-exclusive, non-transferable licence to use the final Report solely for the agreed purpose and subject to these Terms. The Client may not reproduce, adapt, translate, exploit, train systems on, publish, sell, license or commercially use any Report beyond that limited purpose without Serene Marine’s prior written consent.

12.3 Serene Marine may revoke or suspend the licence if the Client fails to pay, uses a Report outside scope, discloses a Report without authority, alters a Report, or breaches these Terms.

13. Data protection, records and electronic communications

13.1 Each party shall comply with applicable data protection law. Serene Marine may process personal data for engagement administration, service delivery, conflict checks, safety, compliance, sanctions screening, invoicing, debt recovery, insurance, legal claims, record keeping and related business purposes. Where appropriate, the Client shall ensure that individuals are informed that their personal data may be shared with Serene Marine for these purposes.

13.2 Serene Marine may retain engagement records, Reports, correspondence, photographs, videos and working papers for as long as it reasonably considers necessary for professional, insurance, legal, compliance, audit, technical, tax and business purposes.

13.3 Electronic communications are used at the Client’s risk. Serene Marine is not liable for loss arising from transmission failure, delay, corruption, interception, malware, cyber incident, misdirection or unauthorised access unless directly caused by Serene Marine’s proven deliberate wrongdoing. The Client must tell Serene Marine promptly if it requires secure transfer arrangements.

14. Subcontractors and protection of personnel

14.1 Serene Marine may use employees, directors, consultants, agents, subcontractors, laboratories, specialists and other third parties to perform or assist with the Services. Serene Marine may change personnel at its discretion.

14.2 The limitations, exclusions, time bars, indemnities and protections in these Terms apply for the benefit of Serene Marine and for the benefit of its directors, officers, employees, consultants, agents, subcontractors, insurers and advisers. Serene Marine enters into these Terms for itself and as trustee or agent for those protected persons to the extent permitted by law.

14.3 The Client shall not bring any claim personally against any director, officer, employee, consultant, agent or subcontractor of Serene Marine arising out of or in connection with the Services. Any claim must be brought only against Serene Marine and only in accordance with these Terms.

15. Sanctions, anti-bribery and compliance

15.1 The Client warrants that neither the Client nor, so far as the Client is aware after reasonable enquiry, any relevant vessel, cargo, owner, manager, charterer, counterparty, beneficial owner or transaction is subject to sanctions, trade restrictions or prohibitions that would make performance unlawful or expose Serene Marine to sanction, penalty, reputational harm or breach of law.

15.2 The Client shall comply with all applicable anti-bribery, anti-corruption, anti-money laundering, export control, customs, tax, environmental, port, maritime, safety and sanctions laws and shall not ask Serene Marine to do anything unlawful or improper.

15.3 Serene Marine may refuse, suspend or terminate Services immediately if it suspects a sanctions, compliance, safety, bribery, money laundering, fraud, conflict or reputational issue. The Client shall pay all Fees and Disbursements incurred and shall indemnify Serene Marine against all related claims, fines, penalties, losses, delays and costs.

16. Liability exclusions and limitations

16.1 Serene Marine shall have no liability for any loss, damage, delay, expense, claim or liability unless the Client proves that it was directly caused by Serene Marine’s failure to exercise reasonable care and skill in breach of the Contract.

16.2 Serene Marine is not liable for any loss, damage, delay, expense, claim or liability arising from or connected with: Client information, instructions or assumptions; late, inaccurate, incomplete or misleading information; inaccessible or unsafe areas; latent or hidden defects; changes after attendance; third-party conduct; third-party reports or data; Client breach; unauthorised reliance; use of Reports outside scope; force majeure; market movements; regulatory, class, insurer, port or authority decisions; or matters outside the agreed Services.

16.3 Serene Marine shall not be liable for indirect, consequential, special, punitive or exemplary loss or damage, or for loss of profit, revenue, hire, freight, charter, use, opportunity, production, business, goodwill, reputation, contract, bargain, data, anticipated savings, increased cost of working, demurrage, detention, delay, off-hire, port costs or financing costs, whether or not such loss was foreseeable.

16.4 Subject to Clause 16.6, Serene Marine’s aggregate liability arising out of or in connection with the Services shall not exceed the lower of:

(a) EUR 1,000,000; or

(b) five (5) times the Fees actually paid by the Client.

If no Fees have been paid, Serene Marine’s liability shall not exceed EUR 5,000.

16.5 The liability cap applies in aggregate to all claims, whether arising in contract, tort, negligence, breach of statutory duty, misrepresentation, restitution, contribution, indemnity or otherwise, and includes interest and costs to the fullest extent permitted by law.

16.6 Nothing in these Terms excludes or limits liability for fraud, fraudulent misrepresentation, death or personal injury caused by negligence, deliberate wrongdoing, or any other liability that cannot lawfully be excluded or limited.

16.7 The Client shall take reasonable steps to avoid and mitigate loss and shall notify Serene Marine in writing as soon as the Client becomes aware of any matter that may give rise to a claim. Failure to give prompt notice shall reduce Serene Marine’s liability to the extent Serene Marine is prejudiced.

17. Client indemnity

Except to the extent Serene Marine is finally determined to be liable under clause 16, the Client shall indemnify and hold harmless Serene Marine and its directors, officers, employees, consultants, agents, subcontractors, insurers and advisers against all claims, proceedings, demands, liabilities, fines, penalties, losses, damages, costs and expenses, including legal costs on a full indemnity basis, arising out of or connected with the Services, the Client’s breach of the Contract, third-party reliance, unauthorised disclosure or use of a Report, unsafe access, Client-supplied information, Client-supplied equipment, property placed at Serene Marine’s disposal, sanctions or compliance issues, or claims by any third party.

18. Insurance

Serene Marine may maintain professional indemnity and other insurance at levels it considers appropriate. The existence or amount of insurance does not increase Serene Marine’s liability beyond the limits in these Terms, does not create rights for the Client against Serene Marine’s insurers, and does not require Serene Marine to make or pursue an insurance claim.

19. Force majeure

Serene Marine is not liable for delay, non-performance or additional cost caused by events beyond its reasonable control, including adverse weather, tides, sea state, port restrictions, vessel unavailability, denied access, equipment failure not caused by Serene Marine, fire, flood, storm, earthquake, epidemic, pandemic, quarantine, war, terrorism, civil commotion, strikes, lockouts, shortage of personnel or transport, cyber incident, power or communications failure, sanctions, government action, arrest, detention, seizure, act of authority or emergency. Serene Marine may suspend or terminate the affected Services and shall be paid for all work done, time reserved and costs incurred.

20. Suspension and termination

20.1 Serene Marine may suspend or terminate the Contract immediately by notice if: the Client fails to pay on time; the Client breaches the Contract; the Client becomes insolvent or appears unable to pay; access or safety is inadequate; Serene Marine identifies a conflict, sanctions or compliance issue; performance becomes unsafe, unlawful or impractical; or Serene Marine has any other reasonable professional, commercial or legal reason to do so.

20.2 Termination does not affect accrued rights, payment obligations, confidentiality, intellectual property, reliance restrictions, liability limitations, indemnities, time bars, governing law or any clause intended to survive termination.

21. Time bar

Any claim against Serene Marine arising out of or in connection with the Services, a Report or the Contract shall be deemed waived and absolutely time barred unless legal proceedings are commenced and validly served on Serene Marine within 12 months of the earlier of: (a) the date of the final Report; (b) completion, cancellation or termination of the relevant Services; or (c) the date on which the Client first became, or ought reasonably to have become, aware of the circumstances giving rise to the claim. This clause applies to the fullest extent permitted by law.

22. Notices

Notices to Serene Marine must be sent to its registered office or to info@serenemarine.ie and must clearly state that they are a formal notice under these Terms. Notices to the Client may be sent to any postal or email address used by the Client, its agent or its representative in connection with the engagement. Email notices are deemed received when sent, provided no automated delivery failure notice is received.

23. General

23.1 The Contract is the entire agreement between Serene Marine and the Client for the Services and supersedes all prior discussions, representations and understandings, except that nothing excludes liability for fraud.

23.2 If any provision of these Terms is invalid, unlawful or unenforceable, it shall be modified to the minimum extent necessary to make it valid, lawful and enforceable. If modification is not possible, it shall be severed and the remaining provisions shall continue in force.

23.3 No delay or failure by Serene Marine to exercise a right is a waiver of that right. A waiver must be in writing and applies only to the specific circumstances for which it is given.

23.4 The Client may not assign, transfer, novate or subcontract any rights or obligations under the Contract without Serene Marine’s prior written consent. Serene Marine may assign or transfer rights to recover Fees and may assign or transfer the Contract in connection with a business transfer, restructuring or insurance arrangement.

23.5 No person other than Serene Marine, the Client and the protected persons referred to in clause 14 has any right to enforce the Contract, unless expressly agreed in writing by Serene Marine.

24. Governing law and jurisdiction

24.1 Unless Serene Marine expressly agrees otherwise in writing, the Contract and any dispute or claim arising out of or in connection with it, including non-contractual disputes or claims, shall be governed by and construed in accordance with the laws of Ireland.

24.2 The courts of Ireland shall have exclusive jurisdiction over any claim brought against Serene Marine. Serene Marine may bring proceedings against the Client for unpaid Fees, injunctive relief or protective relief in Ireland or in any other court of competent jurisdiction.

25. Contact details

Serene Marine Services Ltd., 77 Camden Street Lower, Saint Kevin’s, Dublin, D02 XE80, Ireland.

Website: www.serenemarine.ie | Email: info@serenemarine.ie | Office: +353 1 539 2197

Website page for these Terms: https://www.serenemarine.ie/terms-and-conditions