Terms & Conditions


By instructing on email, phone, media, or arranging a visit to job site, or issuing a PO / WO / SO, the client unconditionally accepts all the T&Cs mentioned herein and the T&Cs mentioned additionally in Zara Maritime’s official quote, as the Final T&Cs, notwithstanding and overriding, any and all client’s T&Cs or Indemnities, unless specifically agreed to, and mentioned in, Zara Maritime’s official quotation.

Please read all the mentioned clauses and sub-clauses.

Introduction

  1. Zara Maritime provides knowledge based services to the maritime industry. Our professional experts and technical specialists attending to manage projects, devote superlative efforts to perform optimally for minimising downtime of maritime assets.

  2. Our attending Project Managers take authority over all areas of the scope and supervise the ship's and shore teams and personnel as deemed necessary.

  3. On operational ships, the Master remains the final authority on the security and safety of the vessel, safety of all the personnel on board (including staff, workers and visitors), safety of the cargo on board and the environment. The Project Managers liaise with the Master (or assigned client’s representative) to share and address any concerns, project status and progress. Co-operation by client’s employees is necessary for successful attendances.

  4. These ‘General Terms and Conditions’ apply, unless otherwise agreed in writing, to all services and work performed by an authorised representative of Zara Maritime for a client / customer / principal.

  5. Issuance of a Purchase Order or Work Order by client / customer, or arrangements to visit site / ship, or an email approval, or actual attendance to perform a job by Zara Maritime’s personnel is deemed to be an acceptance of quote and confirmation of compliance with the listed Terms and Conditions herein.

  6. These conditions shall form an integral part of all contracts and agreements. Customer may not change or cancel any Purchase Order or Work Order after it has been received by Zara Maritime unless such change or cancellation is agreed in writing by Zara Maritime’s Management.

  7. All services provided by Zara Maritime shall be provided to clients’ / customer / principal on their behalf and shall be clearly understood and accepted to mean "On Client's behalf, as Agents only"

  8. Zara Maritime performs all work on client's behalf, under their direct permission and supervision, therefore, we do not accept any actual or implied liabilities towards the client, nor towards any parties whose equipment, data or services that the client may be using, as a free or paid service, with or without a direct contract, or a sub- contract.

Confidentiality, Intellectual Property and I.T.

  1. Neither party shall copy or disclose to a third party any document or data provided by the other party without the prior written consent of the other party or use them for purposes other than those for which they were provided. Intellectual property rights associated with the offers, quotes, service scope or any document or data provided by Zara Maritime shall remain their property.

  2. Client shall defend, indemnify and hold harmless, Zara Maritime and all their employees, subcontractors and associates, against all claims, delays, losses and damages, including attorneys’ fees, arising out of, or resulting, from any reuse, modification, reproduction or publication of intellectual property documents or data.

  3. Client shall defend, indemnify and hold harmless, Zara Maritime and all their employees, subcontractors and associates, against all claims, delays, losses and damages, including attorneys’ fees, arising out of, or resulting, from any unintentional Cyber Attack, breach of client's IT or OT systems, or any introduction of malware and/or ransomware whether ashore or onboard their ships / assets.

Laws and Rules

  1. Client shall comply with all laws, rules and regulations applicable at the work site.

  2. All jobs will be in accordance with the ‘Scope’ as specified and as interpreted by Zara Maritime in the quote. Any variation in scope shall affect price and time schedule.

Equipment, Materials and ManPower

  1. Client shall provide sufficient manpower equipped with appropriate tools to the attending personnel from Zara Maritime for the performance of services or work at no cost to Zara Maritime.

  2. Hire of materials and equipment is done on client’s behalf. The hire begins from time of placing the order till returned to base (workshop / warehouse). Any and all waiting, travelling, delays and stand-by time are charged at full rates to the clients. There are no warranties or guarantees for such hires and Zara Maritime shall not be held liable for any non-performance, under-performance, delays, defects, or problems. Client shall be responsible for any taxes, transportation, custom clearance, boat and agent costs for the original supply and return, and for any replacement units provided.

  3. Zara Maritime is not a spares or stores supplier. For any procurement of store or spare items, required by, or requested for by client, and procured on behalf of the ship’s owners or managers or the clients, the client shall pay the estimated quote in advance, while placing order, and pay the final invoice prior collection or delivery of the order. There are no warranties or guarantees for such purchases. Zara Maritime shall not be held liable for any supplies, defects, problems, or delays. Client shall be responsible for any services, return, refund or exchange with vendors directly, and bear the costs for non-returnable items.

  4. Zara Maritime is not a man power supplier. For undertaking any jobs at site or ship, where man power or labour requirements are identified, personnel shall be hired on client’s behalf. During the performance of the job client is obliged to provide the same facilities, insurances and safety as provided to Zara Maritime’s personnel vide this T&C. Payments for such hires must be made in advance or prior getting off from ship / leaving the site from the Master / Agent.

  5. Attendance is subject to:

  • availability of suitable personnel and/or equipment, on the desired date, at the required location

  • the weather and location being conducive to attend, and

  • environment being safe to perform the scope of work.

Client will not raise any claims including for any delays or losses based on Zara Maritime's inability to attend or undertake the task. Client agrees to pay the full invoiced amount raised, without deductions or recourse to dispute, legal or otherwise.

Travel, Attendance, and Living Facilities

1. A practical and sufficient notice period is required for mobilization along with the port, the ship's agent’s full style contact details, and the expected schedule of the ship.

2. Travel arrangements and schedules planned by client must be discussed with and approved by Zara Maritime prior finalizing or booking. Any costs incurred by Zara Maritime to reschedule / rearrange shall be for client's account, along with admin costs.

3. As all Zara Maritime's personnel are senior industry professionals (Chief Engineers and Master Mariners), clients will provide suitable accommodation, transportation, insurance cover, boarding and lodging ashore and on board, cabins and meals suitable to their maritime industry rank.

4. Client, at his own cost, shall provide or instruct agents and ship’s Master to provide the following facilities, services, information and extend the following courtesies, and be liable to pay for these:

a) To provide information concerning the local laws and regulations applicable to the services or work and any dangerous conditions or unusual risks that may be encountered with the cargo or medium being handled at the work site or in the use of any equipment or tools and any additional safety measures required to be taken by Zara Maritime’s representative(s). Any additional equipment required must be provided by the client at his cost or instruct Zara Maritime’s representative(s) to procure these on his behalf, well in time to prevent delays, stoppage or cancellation of the work.

b) Ship staff to be instructed to comply with fair and legitimate instructions received from Zara Maritime’s attending project managers and take the additional precautions, perform the checks and tests or carry out specified tasks to achieve project objectives, safely and efficiently.

c) Arrange and provide transportation, comfortable heated and/or air-conditioned boarding and lodging facilities with available drinking water, en-suite toilet facilities and mess facilities for Company’s personnel in close proximity to the work site, changing rooms provided with locks, whether ashore, onboard ships or at offshore sites;

d) At yards or land based sites, furnished offices with locks, equipped with telephones, facsimile, internet and other communication requirements, where required and requested by the representative;

e) Import and export of Zara Maritime’s equipment and tools, free of all duties and taxes, client’s agents to complete all custom formalities and clearance;

f) For overseas attendance, arrange all documentation, visas, suitable flight tickets, collection from and drop off to the airport, suitable hotels, local transport & cover miscellaneous expenses, any official entry / exit / residence or work permits that may be required by the country of the work site, including free ingress to and egress from the work site for Zara Maritime’s own and contracted personnel;

g) Obtain local port clearances, immigration clearance, port permits and any documentation thereof and arrange the necessary boat / launch services without undue delay.

h) Client will advise and arrange for next suitable opportunity at his own expense, if attendance or performance of the scope of work is impracticable due to non-availability of Zara Maritime's personnel, departure due to humanitarian grounds or safety concerns, or due to non-cooperation or non-availability of ship's personnel, or if certified and working equipment for monitoring, life-saving, safety, or fire-fighting, as deemed necessary by our specialist(s), is not made available.

i) In the event the client is unable to, or unwilling to, provide any of the listed requirements, facilities or services, Zara Maritime may at its option, terminate the contract without liability, or itself arrange for or provide such facilities or services, without requiring prior approval from client.

5. In case any arrangements are not found suitable, or when they decide, Zara Maritime’s personnel are entitled to make their own arrangements for travel, Hotels and Meals with clear understanding by client’s that the bills, costs and expenses are to be settled directly by the agents on client’s behalf or paid by ship’s Master in Cash from CTM, prior departure of Zara Maritime's employees.

6. The client will ensure that the representatives of Zara Maritime shall be provided with a safe means of access to board their vessel and industry regulations of safe working practices shall be adhered to by all. Failure to do so may result in delays or termination of the contracted work with no penalties to Zara Maritime and full payment of submitted invoice.

7. Attending personnel’s Rest Hours must remain in compliance with MLC2006; Manila Amendment 2010; and any subsequent amendments. Rest period of minimum ten (10) hours per day, which may be split into a maximum of two periods of six (6) hours and four (4) hours within the same 24 hour period, date-wise. Any break of less than four (4) hours shall be considered as full working hours and not be considered as rest hours, for billing purposes, even if compensatory off is given or taken by attending personnel to rest / avoid fatigue, unless attending personnel get clear 4 hours of sleep. Exceptions for reduced rest, such as Drills and ship’s Emergency procedures do not apply to attending personnel who are not ship’s staff on ship’s articles or client’s monthly payroll.

FEES, PAYMent TERMS, EXPENSES AND TIME


1. All charges and costs must be agreed prior commencement of work either by signing the quote, or issuing a Purchase Order, or Work Order, or by sending an acceptance / confirmation by email. No negotiations on the rates, clauses or billed hours / days, hire rates and miscellaneous costs are permitted once the job is underway or completed.

2. Telephonic verbal communications, text messages and social media discussions and confirmations are discussions only and not considered legal or binding agreements.

3. Arranging a site visit of Zara Maritime's personnel, undertaking actual work at site, issuance of a Purchase Order or Work Order, or an acceptance by email, shall be deemed as an acceptance of the quoted rates, clauses and Zara Maritime's T&Cs and shall be binding on the client’s ship, client's company and their principals, and are not specific to client’s employees, as individuals.

4. Hire of personnel begins at the time personnel or equipment leave base (office / workshop / warehouse) and ends upon their safe return to base. Any and all waiting, travelling, delays and stand-by time are charged at full rates to the client. Depending on the quote, the fees shall be charged by the day (or by the hour), and include any part thereof, rounded upwards, to the nearest day (or hour), with the stated minimum number of days (or hours) being fully applied to each day, with the minimum number of hours charged not less than ten (10) for each date.

5. If daily rates are agreed upon, then the fee and rates shall apply from the day of departure base to day of arrival base (date-wise), both days inclusive (Date change applicable from 0001 hrs, and once the date changes, the full, minimum guaranteed hours, or day, fees applies for that date) for all personnel and equipment. Base in this case refers to any location Zara Maritime accepts as the point where the attending person is informed to start from. The return may be to a different Base (location), after the assignment. This can be Home, Office, Hotel, etc.

6. Unless otherwise agreed in writing, the fees are based on the work performed during normal working hours. Normal working week comprises of forty (40) hours; eight (8) hours per working day from 0900 hours to 1700 hours spread over five (5) working days. All travelling to and from home / office / lodging, waiting time, meal times and short breaks {any breaks of less than four (4) hours} are for the Client’s account at full fees.

7. Unless otherwise agreed in writing, any service provided outside normal working hours, and on weekends followed in the UAE, and on local and international holidays followed in the site location, are charged to Client as overtime, at USD $95 per hour {with a minimum of ten (10) hours charged per date}.

8. For overseas and offshore visits, client will be charged an extra daily allowance for each of the attending personnel based on the number of working days from the date of departure of such personnel until their return to base, both days inclusive.

9. Time sheets presented to Client’s representative shall be attested without undue delay. The time sheets shall be deemed to be evidence of the working hours invoiced. Hourly or daily rates, overtime rates and daily allowances shall be applied as specified in the quote. For those clauses, items or prices that are not mentioned or included in the quote, the standard ‘Fees / Prices / Rates' that are in effect at the time shall apply. The OT per hour rate is twice the per hour fee for normal working hours, or calculated at twice the daily fees prorated per hour.

10. Any payments made by personnel of Zara Maritime for expenses or costs incurred in connection with the scope of work shall be for the client's account with an additional fifteen percent (15%) administrative fee.

11. Client's to arrange the following directly or via ships agents:

(a) fares for journey by rail, sea, air, car and/or bus/taxi;

(b) Visas, letters and permissions as may be required

(c) carriage, freight and customs duties as well as travel insurance for personnel and personal effects, instruments and tools required for the work, including costs for excess baggage; and

(d) all out-of-pocket expenses incurred by Zara Maritime’s personnel to board and lodge to attend the service or work ordered by Client, including the use of printers, internet, facsimile and telephone calls.

12. 100% of the estimated quote amount must be paid either in cash or by online bank transfer with confirmation from the receiving bank, before mobilisation or prior to starting the job. Under exceptional circumstances legally signed Post Dated Cheque (PDC) may be accepted. Clients must pay the balance amount within three (3) bank working days of being presented the invoice or within the time stipulated on the invoice.

13. Final invoice and any supporting documents shall be sent to client after completion of job and compilation of all expenses. Client must pay the submitted invoices in full, without any transfer fee, bank charges, set off, counterclaim or deduction.

14. Client shall pay late payment fee on overdue payments at the rate of five percent (5%) per month pro-rata, compounded monthly from the date of raising the invoice. Any C/Ns or discounts offered will automatically stand repealed and voided if the full payment is not received in stated bank account, by the invoice payment due date.

15. Any assistance, supervision of repairs or work performed outside the scope of Contract or mentioned in the quote shall be considered as extra work and charged in accordance with prevalent rates and clauses in effect at the time.

16. Any and all delays caused by any reason whatsoever, including Force Majeure, client remains responsible for the full invoiced payment.

17. If the client, or their appointed agents, are not able to arrange for port / immigration clearance, or unable to arrange for attendance of our personnel, or arrange delivery of the equipment to the project site or ship, or are unable to obtain permission for personnel to sail with vessel where required, the full fee and full charges as quoted shall still remain fully payable. Similarly any delays to arrange disembarkation and / or repatriation, the full fee and full charges as quoted and stated in this General T&C shall remain fully payable.

18. Any Taxes or Service Charges applied by Port / Authorities / Government / Local, with or without supporting invoices, shall be charged to, and be payable by, the client

19. Upon acceptance of quote by email or upon Zara Maritime's personnel attending the job at client's site / ship or upon issuance of a Purchase Order or Work Order, or if arrangements are made for attendance, it is deemed an acceptance by Clients / Principals that they agree to cover and promptly pay any and all costs, fees and penalties / fines incurred / billed for the above.

HEALTH, SAFETY AND SECURITY

    1. In the event of any illness or accident affecting any of Zara Maritime’s personnel, whether during the performance of service, or otherwise, necessitating medical attention or hospital treatment, Client shall ensure that the best and appropriate medical facilities and medications are made available to Zara Maritime’s personnel. If it is necessary to repatriate an ill, injured or deceased member of Zara Maritime’s personnel, employee or contracted, Client shall arrange for such repatriation in the safest and fastest manner. All costs incurred under this clause shall be borne by the client.

    2. Daily remuneration and allowances shall be payable by client during incapacity of Zara Maritime’s personnel, employee or contracted, caused by sickness, incident or accident that occurs while travelling to, attending or returning from site or ship under the P&I cover of the ship, irrespective to whether caused by failure of client to maintain safety at the work site or by natural causes, or any unrelated reasons, incidents or accidents.

    3. For attendances in high risk areas, ship’s K&R cover will be extended by client to include all attending personnel from Zara Maritime at client’s cost.

    4. Any and all gas free certificates / man-entry certificates and suitable LSA equipment to be provided by the ship / port as per prevalent regulations at client’s cost, prior commencement of job.

    5. Any noted hazards, spills, safety concerns including adverse weather conditions must be cleared and declared safe by ship's staff, prior embarking, disembarking, starting or resuming work.

    6. SARS / COVID: Clients shall pay all costs and expenses for all mandated testing, hospitalisation, recuperation, quarantine, isolation, all medical expenses, all medicines, lotions, vitamins and tonics and for the visas, fines, transportation, travel, boarding, lodging, and repatriation, with our full agreed per day and per hour fees (including any minimum guaranteed hours and days) from the date of departure base, till the completion of testing, isolation or quarantine days after return to base. The client fully indemnifies Zara Maritime against any claims and agrees to pay the claimed amounts and invoices, in full, even if the Scope of Work is not attended to, or left incomplete, due to any reason whatsoever, including authorities declining permission to attend, or refusal of our personnel to attend due to anybody being declared positive for COVID-19 in the vicinity of site. This clause is fully applicable and non-negotiable.

TERMINATION AND CANCELLATION

  1. Zara Maritime has the right to suspend any contracted work and obligations if it is reasonably clear that Client will not be able to perform their obligations as stated in the contract or in this T&C.

  2. Cancellation of the PO after issuance, with more than 48 hours before deployment, will attract cancellation charges of AED 3,700/- plus any expenses incurred and the costs to the level of preparation undertaken. In case of cancellation less than 48 hours prior deployment, the full fees and costs estimated in the quote shall be payable along with the cancellation fee of AED 3,700/-, plus any expenses incurred and the costs to the level of preparation undertaken. The minimum cancellation charge shall not be less than AED3,700/- in any event.

  3. For ongoing projects, in the event any payments or advance payments being delayed beyond the mentioned due date, Zara Maritime shall be entitled to suspend or terminate the contract by written notice to Customer, and such remedies shall not affect Zara Maritime's additional rights under contract or law. Title to any materials, equipments or consumables provided or supplied by the Client or by client's subcontractors to Zara Maritime’s representatives, shall be returnable only when payments have been received in full.

RECOVERY

  1. Client shall be liable to pay Zara Maritime all costs related to the collection of overdue amounts, including Zara Maritime's personnel's full per day fee at USD $1,250 per person per day, date-wise, for all days spent pursuing the collection, plus all costs for travel, transportation, flights, visas, government and agent's fees, boarding / lodging, communication costs, meetings, all attorneys’ fees and legal expenses and charges.

INSURANCE

  1. The client at their own cost shall provide for and maintain comprehensive P&I insurance coverage for the personnel assigned to them by Zara Maritime.

  2. The death and disability benefits from ship's P&I shall be provided by the client and must be the same as for the Captain (Master) of the ship, but shall not be less than USD $120,000 (One Hundred and Twenty Thousand US Dollars) in any case.

  3. Any claims or awards against Zara Maritime arising directly or indirectly from any contractual penalty or liquidated damages, and costs to contest these to protect Zara Maritime and its employees pertaining to attendance for client’s / principals contracted job on his site / ship, shall be covered by the client's insurance and shall be for the client's account.

FORCE MAJEURE

Zara Maritime shall not be liable for any failure or delay in performing its obligations hereunder, or for any loss or damage resulting therefrom, caused by or arising from an event of force majeure (“Force Majeure”), which includes without limitation acts of God, wars whether declared or not, any events involving ammunitions, war, civil wars and riots, hostilities, public disorder, acts of terrorism and severe threat of terrorism, any measures taken by authorities or regulatory bodies and also include threat of terrorism, embargos, acts of civil or military authorities, fire, flood, accidents, strikes, failure of a subcontractor or sub-supplier to provide manpower, materials or goods caused by an event that qualifies under this clause, epidemics, unusually severe weather affecting either party, or causes beyond their control.

If the service cannot be commenced as agreed due to reasons attributable to client or is interrupted by Force Majeure, the costs for maintaining personnel at or near the work site (including, without limitation, fees, wages, boarding and lodging) will be borne by the client. If the interruption continues for more than one week, Zara Maritime’s personnel may be returned to their base in the country of hire. All expenses in relation to such withdrawal and/or subsequent return shall be borne by Client. If the period of suspension exceeds two (2) months, either party may terminate the contract by three (3) days’ notice in writing to the other party without prejudice to the rights of either party up to the date of termination. All reasonable additional costs incurred by Zara Maritime as a consequence of the suspension shall be reimbursed by Client.

SECURITY AGREEMENT

  1. To the extent permitted by law, Client hereby grants to Zara Maritime a lien on and continuing security interest, and when applicable a maritime lien for necessaries, in and to all equipment, parts and components upon which the services or work is performed and all products and proceeds derived from the sale or lease thereof as security for the Payment in full of such services or work.

  2. Client hereby waives any and all claims, defences, and causes of action that Customer may have in connection with the exercise of any such lien rights by Contractor.

DUTIES, TAXES AND FEES

  1. Where applicable, client shall pay all duties, withholding tax and other taxes, customs fees and charges and all charges and fees by a classification or inspection society. All such documentation or approvals which are required by applicable laws, and any applicable modifications of such laws, shall be the responsibility of, and paid by, the client.

  2. Any VAT, GST, fines, fees or penalties issued to Zara Maritime, by any private or Government Authority for attending to a client's ship, site, country or project, shall be the responsibility of, and paid by, the client. Any procedures, processes, legal, para-legal, or private hires and their charges or fees, and compliance costs to clear Zara Maritime's reputation, shall be the responsibility of, and paid by, the client. Any man-hours spent by Zara Maritime in pursuit of this section, for both subsections #1 and #2 shall be the responsibility of, and paid by, the client.

GOVERNING LAW AND ARBITRATION

  1. The contract shall be governed by and interpreted in accordance with the laws in force in the country of the registered office of Zara Maritime. Any controversy, claim or dispute between the parties hereto arising out of or related to the contract shall be submitted to the Court of Arbitration of the Dubai Chamber of Commerce OR Emirates Maritime Arbitration Center, DIFC, Dubai, as decided by Zara Maritime for final and binding arbitration in accordance with the Rules of Arbitration by arbitrators appointed in accordance with the said Rules. The arbitration proceedings shall be in the English language and shall take place in Dubai, UAE.

  2. Nothing contained in this Clause shall preclude Zara Maritime from bringing legal action or proceeding against Client for purposes of enforcement, injunctive relief or interim or remedial measures in the courts of any jurisdiction where the Client or any of their property or assets may be found or located, and Client hereby irrevocably submits to the jurisdiction of any such court.

  3. Zara Maritime, at its sole discretion, may refer disputes to Small Claims Tribunal (SCT) DIFC, EMAC, UAE Arbitration, or to the Dubai Courts.

  4. Issuance of a Purchase Order or Work Order by client / customer, or arrangements to visit site / ship, or an email approval, or actual attendance to perform a job by Zara Maritime’s personnel or representatives is deemed to be an acceptance and agreement to Zara Maritime's T&Cs and Clauses.

ZARA MARITIME’S obligation & LIABILITY

  1. Neither Zara Maritime, its owners, directors, nor its employees can be held liable for any losses or damage suffered by the client for any decisions or actions taken by the clients or their employees on the basis of guidance or advice given or jobs performed as part of the scope of work given to or expected from Zara Maritime or its employees.

  2. In no event shall Zara Maritime, its employees or subcontractors be liable for any direct, indirect, contingent, special, consequential or incidental damages, or delays, to the project or to the ship, however caused or arising. Clients indemnify and hold harmless and innocent Zara Maritime, its employees, subcontractors / affiliates and their employees for any loss of actual or anticipated profits or revenue or anticipated savings, punitive or exemplary damages, the cost of substituted equipment or replacement, removal or re-installation service work, towage charges, pollution removal costs, fines or penalties, costs of docking, diving or sub-sea work, damage to any vessel, engine room or power plant site, yard or other property, including damage to goods owned by customer, damage to any equipment or property, damage to the equipment, components and parts on which service work was performed, costs for any additional tests, debris removal, or for loss of time or use of any equipment, installation system, testing, running in and sea trials, operation or service). This clause is applicable to clients for covering and protecting Zara Maritime and all Zara Maritime's subcontractors for any and all liabilities for breach of the obligations for the services or work performed.

  3. Any non-performance or under-performance of equipment hired on behalf of clients' shall be handled by Zara Maritime's representatives in the most practicable manner, but the hire fees for men and rental fees for the equipment per unit per day quoted shall remain payable as per the invoice for the entire duration and the invoice shall have to be settled in full before any feedback or complaints are entertained. Without any assumption of any implied, deemed or perceived liabilities and without any implied, deemed or perceived assurances or guarantees, Zara Maritime may take steps within reasonable limits, to have the hire costs for the non-performing or underperforming equipment, waived or reduced from the vendors / suppliers.

  4. The maximum liability on any disputed invoice shall not exceed 10% of the Expert's / Specialist's Per Day Service Fees charged on that particular, disputed invoice. Such claims will be entertained only after receiving full payment and settlement of the invoice, to prevent this clause from being used as a bargaining leverage, and any credit back of this maximum 10%, shall be made only after the arbitrators, and / or court, determine that the particular client deserves, or is entitled to, a compensation from Zara Maritime.

CLIENTS' LIABILITY AND OBLIGATIONS

1. Upon acceptance of quote by email or upon Zara Maritime's personnel attending the job at client's site / ship or upon issuance of a Purchase Order or Work Order, it is deemed an acceptance by Clients / Principals that they agree to pay all invoiced amounts and costs and fees promptly.

2. Upon acceptance of quote by email or upon Zara Maritime's personnel attending the job at client's site / ship or upon issuance of a Purchase Order or Work Order, it is deemed an acceptance by Clients / Principals that they agree to indemnify Zara Maritime, its employees and Zara Maritime's affiliated, hired or subcontracted companies and personnel and hold them harmless and innocent for:

a) any and all, actual or perceived losses, delays, damage to the ship, its equipment or cargo or the environment to facilitate performance of the scope of work.

b) any and all unsolved problems, directly or indirectly related to the scope of work, including any residual liquid quantities in case of liquid cargo or waste transfer projects

c) any and all E&Os for work, guidance/recommendations, supervision and inspections performed. Final authority and responsibility always remain with Client and ship's staff

d) any and all fabrications made as per client’s instructions, rendered unusable or requiring modification because of client’s incorrect or unclear instructions or dimensions

e) any material losses during machining and subsequent clearances and tolerances

f) For liquid or bulk transfers, any and all quantities un-pumpable or irrecoverable by the provided equipment for any reason whatsoever

g) any and all pollution or consequences, legal liabilities or fines thereof

h) attending to any legal, environmental or regulatory issues pertaining to contracts / jobs carried out on site / ships on behalf of owners / managers.

i) any and all damages to the ship, its cargo, equipment, the attending or ship's personnel, third party property or the environment while traveling or attending to undertake work at the client's site, and any claims thereof.

j) any and all legal documentation or local regulations pertaining to ship, port, governmental or legislative authorities or any payment, costs or expenses thereof.

k) any and all Cyber Attacks, breaches of client's IT or OT systems, or any introduction of malwares and/or ransomwares whether ashore or onboard their ships / assets.

HIMALAYAN CLAUSE

It is hereby expressly agreed that the owners, directors, managers, employees, vendors, associates and independent associates / sub-contractors or agents of Zara Maritime shall not in any circumstances whatsoever, be under any liability whatsoever, to the client or their owners, directors, managers, employees, vendors, associates and independent associates / sub-contractors or agents for any loss, damage or delay of whatsoever kind arising or resulting directly, or indirectly, from any act, neglect or default on their part while acting in the course of or in connection with the assigned scope of work and, without prejudice to the generality of the foregoing provisions of this clause, every exemption, limitation, condition and liberty herein contained and every right, exemption from liability, defence and immunity of whatsoever nature applicable to Zara Maritime or to which the company is entitled hereunder shall also be available and shall extend to protect every such servant or agent of Zara Maritime acting as aforesaid and for the purpose of all the foregoing provisions of this clause. Any legal and associated costs will be covered by clients and shall be for client’s account.