Sub Agency Agreement Template

Standard Terms and Conditions for Sub Agency valid from June 2022

Standard Terms and Conditions for Sub Agency

DEFINITIONS AND INTERPRETATION

1.1

The following expressions shall have the

following meaning in this Agreement:

“Affiliate” means:

(i)

in the case of Wilhelmsen Port Services,

Wilhelmsen Ships Service AS a company

registered in Norway, with Norwegian

registration number 917 019 215 and with

registered address at Strandveien 20, 1324

Lysaker, Norway or any company owned or

controlled by Wilhelmsen Ships Service AS or

any company managed by Wilhelmsen Ships

Service AS pursuant to a management agreement

irrespective of whether such company is owned or

controlled by Wilhelmsen Ships Service AS; and

(ii)

Barwil Agencies AS a company registered in

Norway, with Norwegian registration number 917

042 276 and with registered address at

Strandveien 20, 1366 Lysaker, Norway or any

company owned or controlled by Barwil Agencies

AS or any company managed by Barwil Agencies

AS pursuant to a management agreement

irrespective of whether such company is owned or

controlled by Barwil Agencies AS;

(iii)

in the case of Agent, any company owned or

controlled by Agent or its ultimate parent or under

common control with the Agent,

where control means direct or indirect ownership of at least

50% of the voting stock or interest in the company or

control;

“

Agent

” means the legal entity engaged by

Wilhelmsen Port

Services

to provide

the Services pursuant to the

Particulars;

"Agreement" means the terms and conditions of this

agreement (including any document referred to in it) as

amended by the parties in writing from time to time;

"Applicable Laws" means any laws, rules and regulations

applicable to Wilhelmsen Port Services, the Agent or the

Services;

“Appointment” means the engagement by Wilhelmsen

Port Services of the Agent to perform Services to a

Principal pursuant to this Agreement;

"Confidential Information" means, in relation to

Wilhelmsen Port Services, all information of a

confidential nature not known to the public relating to the

business and/or operations of Wilhelmsen Port Services or

its Affiliates (whether such information is disclosed in

writing, by delivery of items, orally, by visual presentation,

by means of providing access to such information (when,

for example, the information is contained on a database or

otherwise)) including but not limited to: (i) any such

information subsisting in any Intellectual Property Rights;

(ii) any such information which is commercially sensitive

or price sensitive; (iii) any such information about the

business, customers, suppliers, finances, systems or other

affairs; and (iv) the provisions and subject matter of this

Agreement and the Particulars;

"Force Majeure Event" means an event , including the

following: acts of god, war, explosions, fires, bad weather,

floods, tempests, earthquake, insurrection, acts of terrorism

or terrorist threats, arrest or restraint by princes, rulers and

people, closure or congestion of ports, quarantine and

epidemics, riot, civil disturbance, rebellion, strike, lock-out

or labour dispute but not a strike, lock-out or labour dispute

relating to the party relying on the Force Majeure Event;

or any other event whatsoever that is beyond the reasonable

control of either party;

"Information" means that information provided pursuant

to condition 3.1(viii);

"Intellectual Property Rights" means:

(i)

patents, inventions, designs, copyright and related

rights, database rights, trade marks and related

goodwill, trade names (whether registered or

unregistered), and rights to apply for registration;

(ii)

proprietary rights in domain names;

(iii)

knowhow and Confidential Information;

(iv)

applications, extensions and renewals in relation

to any of these rights; and

(v)

all other rights of a similar nature or having an

equivalent effect anywhere in the world;

“Key Performance Indicators” means those obligations

listed in Section 3. Subsection 3. clause 1.2 Requirements

on information and communication of Standard Operating

Procedure.

“Particulars” means the document titled ‘Sub Agent

Particulars Document’ signed by both Wilhelmsen Port

Services and the Agent in which establishes the

mechanism to be able to utilize this Agreement except in

the event there is not a document titled ‘Sub Agent

Particulars Document’ signed by both Wilhelmsen Port

Services and the Agent, in which case any reference to

‘Particulars’ shall be deemed a reference to the Standing

Instructions;

"Permitted Purpose" means the use by Wilhelmsen Port

Services and/or the Wilhelmsen Port Services Affiliate of

the Information for any purpose including the supply of

information services to its customers, the copying, issuing

of copies, distribution, communication, modification,

amendment and adaptation of the Information in any way

(including for commercial sales)

Standard Terms and Conditions for Sub Agency valid from June 2022

throughout the world and the granting of sub-licences of

the Information;

“Public Official” means:

(i)

any official or employee of any government

agency or government-owned or controlled

enterprise;

(ii)

any person performing a public function;

(iii)

any official or employee of a public

international organisation;

(iv)

any candidate for political office; or

(v)

any political party or an official of a political

party;

"Principal" means the ship owner or charterer for whom

Wilhelmsen Port Services is appointed as agent or sub-

agent to perform various services relating to their vessels;

“Service Providers” means stevedores, watchmen,

tallymen, hauliers and other third party suppliers

recommended and/or engaged by the Agent in the

performance of the Services;

“Services” means those obligations outlined in condition

4.1 and Particulars as requested by Wilhelmsen Port

Services from Agent;

“Standard Operating Procedure” means those

obligations outlined at

https://www.wilhelmsen.com/globalassets/ships-

agency/documents/sub-ag-2.pdf;

“Standing Instructions” means the email (or its

attachment) with subject ‘Standing Instructions’ from

Wilhelmsen Port Services to Agent which confirms the

Appointment;

"Territory" means the port(s) identified in the Particulars;

“Wilhelmsen Port Services” means (as applicable)

Wilhelmsen Ships Service AS, Barwil Agencies AS or the

Affiliate which is listed in the Particulars.

1.2

All documentation related to this Agreement shall

be made in the English language.

1.3

Any phrase in this Agreement introduced by the

terms including, include, in particular or any

similar expression, shall be construed as

illustrative and shall not limit the sense of the

words preceding those terms.

1.4

A reference to "party" shall mean either

Wilhelmsen Port Services or Agent. A reference

to the "parties" shall mean Wilhelmsen Port

Services and the Agent.

1.5 A reference to writing or written includes faxes

and email.

1.6

Clause, Conditions, Schedule and paragraph

headings shall not affect the interpretation of this

Agreement.

1.7

A reference to a statute or statutory provision is a

reference to it as amended, extended or re-enacted

from time to time.

1.8

Any obligation on a party not to do something

includes an obligation not to allow that thing to be

done.

APPOINTMENT - TERM

2.1

Wilhelmsen Port Services appoints the Agent as

its non-exclusive agent to provide Services to the

Principal.

2.2

The duration of the Appointment shall be the

length of the vessel’s stay.

AGENT’S OBLIGATIONS

3.1

The Agent undertakes and agrees with

Wilhelmsen Port Services at all times during the

performance of the Services:

(i)

to act towards Wilhelmsen Port Services and the

Principal conscientiously and in good faith and

not to allow its interests to conflict with the duties

that it owes to Wilhelmsen Port Services or

Principal under this Agreement and any

Applicable Laws;

(ii)

act in accordance with the standard expected of a

first class agent;

(iii)

to act within the scope of the authority granted to

it under this Agreement only;

(iv)

to carry out its duties with reasonable dispatch;

(v)

except as authorised by Wilhelmsen Port

Services, not to act in a way which will incur any

liability on behalf of Wilhelmsen Port Services or

to pledge the credit of Wilhelmsen Port Services;

(vi)

use its best endeavours to comply at all times with

any reasonable and specific instructions which

Wilhelmsen Port Services may give;

(vii)

in consultation with Wilhelmsen Port Services, to

recommend and/or appoint Service Providers

and, in relation to such Appointment, the Agent

shall inform such Service Providers that the

Agent is acting as agent for the Principal. The

Agent shall not have any liability to Wilhelmsen

Port Services for the negligent acts or defaults of

any such persons unless:

Standard Terms and Conditions for Sub Agency valid from June 2022

(a)

the Agent fails to exercise due care in the

Appointment and provision of instructions to

any such persons; and/or

(b)

such persons are under the same beneficial

ownership as the Agent.

(viii)

to keep Wilhelmsen Port Services fully and

promptly informed of conditions and

developments in the market and the Territory

(whether advantageous or disadvantageous) of

which it becomes aware and of developments,

customers and potential customers, competing

products and services and the activities of

Wilhelmsen Port Services’ competitors in the

Territory and generally of such information that

the Agent is or becomes aware of that an

experienced Agent in the industry would

reasonably regard as being of interest to

Wilhelmsen Port Services or Principal and such

other information as Wilhelmsen Port Services

may reasonably request from time to time or as

otherwise agreed between the parties; and

(ix)

to comply at all times with any reasonable and

specific instructions, policies or guidelines which

Wilhelmsen Port Services may give, including

but not limited those related to data protection,

insurance and service delivery.

3.2

The Agent shall at all the times comply with and

operate under the Wilhelmsen Port Services

Supplier Code of Conduct, a copy of

which can be found at

https://www.wilhelmsen.com/globalassets/ships-

agency/suppliers/wss-supplier-code-of-

conduct.pdf. If the Agent or any of its agents, sub-

contractors or employees breaches condition 3.2,

Wilhelmsen Port Services may terminate

this Agreement and Particulars with

immediate effect. Any termination pursuant to

this condition 3.2 shall be without prejudice to

any right or remedy that has

already

accrued,

subsequently

accrues,

Wilhelmsen Port

Services

3.3

The Agent shall at all the times comply with and

operate under the Standard Operating Procedure.

3.4

The Agent shall as required by Wilhelmsen Port

Services from time to time use the applicable IT

systems for port call management and quality

assurance at the Agent’s cost.

3.5

The Agent shall co-operate and provide

assistance to Wilhelmsen Port Services and

Principal (and their auditors) in conducting

periodic audits of all relevant documentation

and processes relating to the Services

(including, without limitation, making available

its accounts and financial records and statements

relating to this Agreement for inspection by

Wilhelmsen Port Services and/or Principal),

provided that Wilhelmsen Port Services gives 7

day(s) written notice to the Agent before

conducting such audit. Such audit right shall

survive termination or expiry for a further

period of six (6) years from the date of

termination or expiry.

3.6

Immediately acquaint Wilhelmsen Port Services

with relevant local custom or practice and to

furnish Wilhelmsen Port Services with a copy of

the local general conditions if any. Agent shall

advise Wilhelmsen Port Services of all

amendments to port tariffs and other charges and

regulations as they become known.

3.7

Undertake e-learning when directed by

Wilhelmsen Port Services.

3.8

The Agent will remove any member of personnel

from the Services immediately upon direction of

Wilhelmsen Port Services.

3.9

The Agent shall pay Service Providers in full and

on time.

3.10

The Agent shall not place any liens on Principal’s

or Principal’s Affiliates vessels or goods in

connection with the Services unless approved by

Wilhelmsen Port Services in writing.

3.11

The Agent shall pass on to Wilhelmsen Port

Services the benefit of all Service Provider

discounts, commissions, bonuses and rebates.

3.12

The Agent shall produce all documentation

needed in a format and within a timeframe

specified by Wilhelmsen Port Services in respect

to, without limitation: systems, compliance,

policies, procedures, licenses.

3.13

The Agent shall maintain its information

technology systems and policies and procedures

as reasonably expected of an international port

agency company.

3.14

The Agent warrants that all staff are competent

and experienced and appropriately qualified to

perform the Services.

3.15

The Agent shall keep Wilhelmsen Port Services

in copy on all correspondence with the Principal.

3.16

The Agent shall use reasonable endeavours to

facilitate an efficient handover in the event this

Agreement or the Particulars are terminated.

3.17

The Agent shall use those templates in the

performance of its obligations as reasonably

directed by Wilhelmsen Port Services.

Standard Terms and Conditions for Sub Agency valid from June 2022

3.18

The Agent shall immediately notify Wilhelmsen

Port Services in the event it has or has reason to

believe it may be listed on a sanctions or

prohibitions list.

3.19

The Agent shall immediately notify Wilhelmsen

Port Services in the event it has or has reason to

believe it will lose or change the terms of its

operating license.

3.20

The Agent shall at all times comply with the Key

Performance Indicators with respect to the

provision of Services and its obligations under

this Agreement.

3.21

The Agent shall provide all supporting

documentation along with all submitted invoices.

3.22

The Agent shall, with respect to the processing of

personal data, comply with the following terms

which can be found at

https://www.wilhelmsen.com/globalassets/ships-

agency/suppliers/subagent_spot_data-sub-

processing-agreement.pdf

3.23

The Agent shall comply and ensure that all

Agent’s Affiliates, contractors (of any tier) and

agents engaged by or acting on Agent’s behalf

complies with the Universal Declaration of

Human Rights, the Convention on the Rights of

the Child, the International Labour Organization’s

Declaration on Fundamental Principles and

Rights at Work and all laws, rules, conventions,

treaties, regulations and directives of a similar

nature.

SERVICES

4.1

The Agent undertakes and agrees to provide the

following services to Wilhelmsen Port Services

and Principal when requested by Wilhelmsen

Port Services and/or Principal:

(i)

to arrange for berthing of vessels, loading and

discharging of the cargo;

(ii)

to arrange and co-ordinate all activities of

Service Providers, in the interest of obtaining

the best possible operation, price and safe and

timely despatch of the vessels for which

Wilhelmsen Port Services is appointed

agent:

(iii)

to arrange for calling forward, reception and

loading of outward cargo and discharge and

release of inward cargo and to attend to the

transhipment of through cargo;

(iv)

to arrange for bunkering, repairs, husbandry,

crew changes, passengers, ship’s stores,

spare parts and technical, nautical and

medical assistance;

(v)

to co-operate and assist Wilhelmsen Port

Services with its requirements concerning

claims handling, P&I matters,

General Average and/or insurance,

and the appointment of Surveyors;

(vi)

to attend to all necessary documentation and

to attend to consular requirements;

(vii)

to arrange for and attend to the clearance of

the vessel and to arrange for all other services

pertaining to the vessel’s movements through

the port;

(viii)

to report to Wilhelmsen Port Services the

vessel’s position and to prepare a statement

of facts of the call and/or a port log;

(ix)

to keep Wilhelmsen Port Services regularly

and timely informed on port and working

conditions likely to affect the despatch of

vessels;

(x)

any other service reasonably expected to be

performed by a port agent.

ACCOUNTING AND FINANCE

5.1

The Agent undertakes and agrees with

Wilhelmsen Port Services at all times during the

Term:

(i)

to properly maintain in accordance with generally

accepted international accounting practice all

records of Wilhelmsen Port Services’ financial

position concerning the obligations undertaken

by the Agent under this Agreement on

Wilhelmsen Port Services’ behalf and to make

such records promptly available for inspection by

Wilhelmsen Port Services on request; and

(ii)

to check all vouchers received from Service

Providers and to prepare promptly a proper,

accurate and true disbursement account in respect

of each voyage or accounting period in an agreed

format, with timing and delivery as per

Wilhelmsen Port Services’ instructions or if there

are no instructions, as reasonably expected.

5.2

The Agent undertakes to use any funds which

have been advanced to the Agent by Wilhelmsen

Port Services for the disbursements pertaining to

the Services only. The Agent shall only utilise

such funds towards matters relating to that

specific port call for which funds have been

advanced and the Agent shall not be entitled to

set-off such funds against any other claims, dues

or other matters in dispute that the Agent has

towards Wilhelmsen Port Services or

Wilhelmsen Port Services Affiliate or Principal

Standard Terms and Conditions for Sub Agency valid from June 2022

or Principal Affiliate, nor shall the Agent be

entitled to appropriate such funds towards any

other liabilities of the Agent in its business.

WILHELMSEN PORT SERVICES’

OBLIGATIONS

6.1

Wilhelmsen Port Services undertakes and agrees

with the Agent that it shall:

(i)

give full and timely information regarding

vessel’s schedules and ports of call insofar as it

affects the Services; and

(ii)

provide the Agent with all necessary funds to

cover advance disbursements or as otherwise

agreed by the parties in writing from time to time

(including the Particulars).

6.2

Wilhelmsen Port Services shall provide such

access and training to its proprietary IT and other

systems as Wilhelmsen Port Services deems

appropriate to enable the Agent to perform the

Services (including the port call management,

reporting and quality assurance) in accordance

with this Agreement.

REMUNERATION

7.1

Wilhelmsen Port Services agrees to pay the Agent

remuneration for the Services as agreed between

the parties in the Particulars. The Agent

acknowledges that Wilhelmsen Port Services

shall only be liable to pay any amounts due

hereunder when such corresponding amounts

have been received by Wilhelmsen Port Services

from Principal.

7.2

The remuneration is in respect of the anticipated

duties of the Agent within the scope of this

Agreement.

7.3

The price is deemed inclusive of all taxes and

charges including, communication, faxing,

photocopying and courier costs.

7.4

Wilhelmsen Port Services may withhold taxes

pursuant to its obligation under Applicable Law.

7.5

Wilhelmsen Port Services may retain payment of

such funds pursuant to its obligation under

Applicable Law.

7.6

Wilhelmsen Port Services may offset any amount

owed to Agent against any outstanding debt or

liability pursuant to any agreement (including

this Agreement) owed to Wilhelmsen Port

Services or Wilhelmsen Port Services Affiliate.

7.7

Payment to Agent from Wilhelmsen Port

Services shall not be construed as acceptance of

the Services and in no way shall such payment be

deemed a waiver of any Wilhelmsen Port

Services or Wilhelmsen Port Services Affiliate’s

rights.

7.8

Agent acknowledges that Agent shall invoice

Wilhelmsen Port Services before Wilhelmsen

Port Services can make payment of funds to

Agent.

7.9

Wilhelmsen Port Services shall settle any

amounts due in accordance with the ‘Payment

Terms’ section of the Particulars.

INSURANCE

8.1

The Agent shall effect and maintain at all times

throughout the Services and for a period of six (6)

years following the termination or expiry of this

Agreement, with a reputable insurer an errors and

omissions or professional indemnity policy

covering the liabilities assumed under this

Agreement to the value of at least five hundred

thousand (500,000) USD and all insurances

required by Applicable Law. The Agent shall send

a copy of the certificate of entry to Wilhelmsen

Port Services upon request.

8.2

The Agent shall provide thirty (30) days' prior

written notice to Wilhelmsen Port Services of

any changes and/or cancellations to its insurance

policies referenced above. If, for whatever

reason, the Agent fails to give effect to and

maintain the insurances required by this

Agreement, Wilhelmsen Port Services may make

alternative arrangements to protect its interests

and may recover the costs of such arrangements

from the Agent.

LIABILITY AND INDEMNIFICATION

9.1

Nothing in this Agreement shall limit or exclude

the liability of either party for:

(i)

death or personal injury resulting from

negligence;

(ii)

fraud or fraudulent misrepresentation; and/or

(iii)

any liability which cannot be limited or excluded

by Applicable Laws.

9.2

Subject to condition 9.1, the Agent’s total liability

whether in contract, tort (including negligence or

breach of statutory duty), misrepresentation,

restitution or otherwise arising in connection with

the performance or contemplated performance of

this Agreement shall not in any circumstances

exceed, per event or series of related events, the

amount of loss incurred by Wilhelmsen Port

Services or the amount of one million US dollars

($1,000,000), whichever is higher.

9.3

Subject to condition 9.1, Wilhelmsen Port

Services’s total liability whether in contract, tort

(including negligence or breach of statutory

duty), debt, misrepresentation, restitution or

Standard Terms and Conditions for Sub Agency valid from June 2022

otherwise arising in connection with the

performance or contemplated performance of

this Agreement shall not in any

circumstances exceed, per event or series of

related events, the amount of five hundred

thousand US dollars ($500,000).

9.4

Subject to condition 9.1, under no circumstances

shall Wilhelmsen Port Services be liable to the

Agent for any of the following types of loss or

damage arising under or in relation to this

Agreement or Services (whether arising from

breach of contract, misrepresentation (whether

tortious or statutory), tort (including but not

limited to negligence), breach of statutory duty,

or otherwise):

(i). any loss of profits, business, contracts,

anticipated savings, goodwill, or

revenue, any wasted expenditure, any

loss of market, any loss, delay or

expense arising from detention or delay

of a vessel or any loss or corruption of

data (regardless of whether any of

these types of loss or damage are

direct, indirect, special or

consequential); or

(ii). any indirect, special or consequential

loss or damage whatsoever, even if

Wilhelmsen Port Services and/or the

Agent were aware of the possibility

that such loss or damage might be

incurred.

9.5

Subject to condition 9.1, under no circumstances

shall Agent be liable to Wilhelmsen Port

Services for any indirect, special or

consequential loss whatsoever, arising under or

in relation to this Agreement or Services

(whether arising from breach of contract,

misrepresentation (whether tortious or

statutory), tort (including but not limited to

negligence), breach of statutory duty, or

otherwise).

9.6

Subject to condition 9.1, condition 9.4, and

condition 9.7, Wilhelmsen Port Services shall

indemnify the Agent against all liabilities, costs,

expenses, damages, damage and losses

(including any reasonable legal and other

professional costs and expenses) (“Losses”)

suffered or incurred by the Agent during the

Term:

(i). arising out of the proper performance

of the Agent's duties in accordance

with this Agreement; and/or

(ii). in respect of any bonds, guarantees and

any other forms of security provided by

the Agent to customs or other statutory

authorities in accordance with this

Agreement.

9.7

The indemnity in condition 9.6 shall not

extend to matters arising by reason of the

negligence or wilful misconduct of the Agent.

Subject to condition 9.5, the Agent shall remain

fully liable to Wilhelmsen Port Services and/or

the relevant third party in respect of any Losses

suffered or incurred by the Agent where the same

arise out of the Agent's negligence or wilful

misconduct.

9.8

Subject to condition 9.1 the Agent shall

indemnify Wilhelmsen Port Services and the

Wilhelmsen Port Services Affiliates against all

Losses suffered or incurred by Wilhelmsen Port

Services arising out of:

(i). the Agent breaching any Applicable

Laws;

(ii). any claim or Losses from the Principal

or any third party (including the draw

down on bank guarantees) arising out of

the Agent's breach of this Agreement,

negligence or wilful misconduct; or

(iii). Agent’s breach of this Agreement,

negligence or wilful misconduct.

CONFIDENTIALITY

10.1

Agent undertakes to keep confidential any

Confidential Information which it obtains under

or in connection with this Agreement and not to

use such information or disclose it to any other

person, other than as permitted under condition

10.2.

10.2

Condition 10.1 shall not apply to the disclosure of

Confidential Information:

(i)

which relates to cargos and which the Agent

reasonably needs to disclose in order to carry out

its duties in accordance with this Agreement;

(ii)

which is disclosed with the consent of Wilhelmsen

Port Services; or

(iii)

if and to the extent that: (A) such disclosure is

required by Applicable Laws; (B) such disclosure

is required by any competent regulatory authority

or recognised stock exchange; or (C) such

Confidential Information is in the public domain

other than through breach of this condition 10,

provided that any Confidential Information shall

only be disclosed pursuant to this condition 10.2

by Agent after notification to Wilhelmsen Port

Services to which the information relates if such

notification is reasonably practicable in the

circumstances.

Standard Terms and Conditions for Sub Agency valid from June 2022

10.3

Upon written request, Agent shall promptly

return to Wilhelmsen Port Services all

Confidential Information then in the Agent's

possession or control, including any copies of

the same.

INFORMATION

11.1

In relation to any Information supplied by the

Agent pursuant to condition 3.1(viii), the Agent

hereby grants to Wilhelmsen Port Services and

the Wilhelmsen Port Services Affiliates a non-

exclusive, worldwide, royalty-free, perpetual,

transferable licence to use the Information in any

format for the Permitted Purpose.

11.2

The Agent warrants, represents and undertakes

that, to the best of its knowledge and belief:

(i)

all Information supplied by it: (A) may be used

freely by Wilhelmsen Port Services and the

Wilhelmsen Port Services Affiliates for the

Permitted Purpose; (B) is true, complete and

accurate; and (C) is not defamatory, libellous or

otherwise provided with malicious intent;

(ii)

it has all rights, consents, permissions and

licences to license the receipt and use of the

Information to Wilhelmsen Port Services and the

Wilhelmsen Port Services Affiliates as

contemplated in this Agreement; and

(iii)

the use of the Information by Wilhelmsen Port

Services and/or the Wilhelmsen Port Services

Affiliates shall not: (A) infringe the rights,

including the Intellectual Property Rights, of any

third party; (B) breach any obligations of

confidentiality owed by the Agent or any other

person; or (C) breach any Applicable Laws,

and the Agent warrants that it has undertaken

reasonable efforts to verify the accuracy of these

statements and it shall inform Wilhelmsen Port

Services as soon as reasonably practicable if it

becomes aware that any of the matters described

in this condition 11.2 become untrue.

11.3

For the avoidance of doubt, the Agent

acknowledges and agrees that the remuneration

payable to it by Wilhelmsen Port Services as

agreed in accordance with condition 7 of this

Agreement is the only payment due to it in respect

of the Agent's services and that:

(i)

unless otherwise agreed by the parties in writing,

no royalty payment or any other additional form

of financial compensation shall be due to the

Agent or any other party from Wilhelmsen Port

Services and/or any of the Wilhelmsen Port

Services Affiliates in respect of the supply of

Information by the Agent; and

(ii)

to the best of its knowledge and belief, no tax,

levy, duty or charge shall be payable by

Wilhelmsen Port Services and/or any of the

Wilhelmsen Port Services Affiliates relating to

state, government or any similar authority for

Wilhelmsen Port Services and/or the Wilhelmsen

Port Services Affiliates to use the Information for

the Permitted Purpose, at any time now or in the

future.

TERMINATION

12.1

Wilhelmsen Port Services may terminate this

Agreement with immediate effect if the Agent

commits a breach of its obligations under this

Agreement which (a) cannot be remedied or (b)

remains unremedied for a period of seven (7) days

following written notice by Wilhelmsen Port

Services.

12.2

Either party may terminate this Agreement with

immediate effect by giving written notice to the

other party if the other party:

(i)

is declared bankrupt, becomes insolvent, is unable

to pay debts or enters into an arrangement with its

creditors; or

(ii)

has a petition presented, an order made or a

resolution passed for its liquidation (otherwise

than for the purposes of a solvent amalgamation

or reconstruction), administration, bankruptcy or

dissolution or if an administrative or other

receiver, manager, trustee, liquidator,

administrator or similar officer is appointed to the

other party and/or over all or any part of the assets

of the other party.

12.3

Termination or expiry of this Agreement shall not

prejudice any of the parties' rights and remedies

which have accrued as at termination or expiry.

The rights and obligations of the parties under this

Agreement which are intended to continue beyond

its termination or expiry shall survive termination

or expiry.

NOTICES

13.1

Any communications between the parties,

including in relation to condition 23, can be

effected electronically via post, electronic mail or

fax.

13.2

Unless the contrary is proved, each such notice or

communication shall be deemed to have been

given or made and delivered, if by letter on the

second working day after posting.

13.3

All notices shall be made out to the relevant

address and where provided the contact person

listed in the Particulars.

Standard Terms and Conditions for Sub Agency valid from June 2022

ASSIGNMENT AND SUBCONTRACTING

14.1

Agent shall not assign or transfer any of its

rights, benefits or obligations under this

Agreement without Wilhelmsen Port Services’

prior written consent (such consent not be

unreasonably withheld or delayed). Wilhelmsen

Port Services shall be entitled to assign or

novate its rights and obligations under this

Agreement to any Affiliate Agent shall sign all

necessary documents to complete such

assignment or novation by Wilhelmsen Port

Services.

14.2

Agent shall not be permitted to sub contract the

Services without the prior written consent of

Wilhelmsen Port Services. In the event

Wilhelmsen Port Services consents to such sub

contracting. Agent shall remain solely liable for

the performance and liabilities of such

subcontractor.

FORCE MAJEURE

15.1

If a Force Majeure Event occurs which prevents a

party (the "Affected Party") from performing any

of its obligations to the other (the "Other Party")

the Affected Party shall not be liable to the Other

Party and shall be released from its obligations to

the extent that its ability to perform such

obligations has been affected by the Force

Majeure Event, provided that: (i) the lack of

ability to perform the obligations caused by the

Force Majeure Event could not have been

prevented by reasonable precautions; (ii) the

Affected Party notifies the Other Party in writing

as soon as reasonably practical of the occurrence

of the Force Majeure Event and the nature and

likely duration of its impact upon the Other Party;

(iii)

the Affected Party takes all reasonable steps

to mitigate the impact of the Force Majeure Event

on the Other Party and in particular continues to

perform those obligations affected by the Force

Majeure Event but whose performance has not

been rendered impossible to the highest standard

reasonably practicable in the circumstances; and

(iv)

the Affected Party resumes normal

performance of all affected obligations as soon as

the impact of the Force Majeure Event ceases, and

notifies the Other Party in writing of such

resumption.

15.2

If the impact of the Force Majeure Event upon the

Agent prevents it from performing a substantial

part of its obligations under this Agreement

Wilhelmsen Port Services may, by written notice

to Agent, terminate this Agreement either in

whole or in part with immediate effect and

without liability.

ETHICAL STANDARDS

16.1

The parties agree that neither party shall:

(i)

offer or agree to give any person working for or

engaged by the other party any gift or other

consideration, which could act as an inducement

or a reward for any act or omission to act in

connection with this Agreement or any other

agreement between the parties;

(ii)

enter into this Agreement or any other agreement

with the other party if it has knowledge that, in

connection with it, any money has been, or will

be, paid to any person working for or engaged by

the other party or that an agreement has been

reached to that effect unless: (i) details of any such

arrangement have been disclosed in writing to the

other party prior to the execution of the relevant

agreement and; (ii) approval of such arrangement

by an authorised representative of the other party

has been obtained;

(iii)

offer, pay or promise to pay either directly or

indirectly, anything of value to a Public Official

in connection with this Agreement. The parties

further agree that in the performance of their

respective obligations under this Agreement, the

parties and their respective agents, sub-

contractors and employees shall comply with all

applicable laws, rules, regulations and orders of

any applicable jurisdiction, including the OECD

Convention on Combating Bribery of Foreign

Public Officials in International Business

Transactions. The one party shall notify the other

party immediately in writing with full particulars

in the event that the first party receives a request

from any Public Official requesting illicit

payments; or

(iv)

take any other action which results in a breach by

either party of any applicable anti-corruption

legislation.

16.2

If either party (including its sub-contractors or

employees) breaches condition 16.1, the other

party may terminate the Agreement by written

notice with immediate effect. Any termination

pursuant to this condition 16.2 shall be without

prejudice to any right or remedy that has already

accrued, or subsequently accrues, to either party.

NON-

SOLICITATION

17.1

The Agent agrees that it shall not without the prior

written consent of Wilhelmsen Port Services:

(i)

during the Services and for a period of twelve (12)

months after the expiration or any termination of

the Agreement offer any services in the Territory

to any client or customer for whom Wilhelmsen

Port Services and/or any Wilhelmsen Port

Services Affiliate is or has been appointed as

agent in the Territory either within the previous

Standard Terms and Conditions for Sub Agency valid from June 2022

twelve (12) months starting from the

commencement of the Services or during the

term of the Agreement;

(ii)

during the Services and for a period of two (2)

years after the expiration or any termination of the

Agreement attempt to directly or indirectly

solicit or seek to entice away from Wilhelmsen

Port Services and/or any Wilhelmsen Port

Services Affiliate the business or custom of any

client or customer for whom Wilhelmsen Port

Services and/or any Wilhelmsen Port Services

Affiliate has been appointed as agent in the

Territory within the previous twelve (12) months

of the date listed in the Particulars or during the

term of the Agreement with a view to providing

goods or services to that client or customer in

competition with Wilhelmsen Port Services

and/or any Wilhelmsen Port Services Affiliate;

17.2

The Agent acknowledges and agrees that the

covenants in this condition 17 are considered fair

and reasonable by the Agent. If any restriction

shall be found to be unenforceable but would be

valid if any part of it were deleted or the period or

area of application reduced, the restriction shall

apply with such modifications as may be

necessary to make it valid and effective.

INTELLECTUAL

PROPERTY

RIGHTS

18.1

The Agent acknowledges and agrees that the

Intellectual Property Rights of Wilhelmsen Port

Services and/or Wilhelmsen Port Services

Affiliates and/or Principal and Principal Affiliates

used on or in relation to services performed by the

Agent under this Agreement and Wilhelmsen

Port Services and Wilhelmsen Port Services

Affiliates' business and the goodwill connected

with that are the sole and exclusive property of

Wilhelmsen Port Services and/or Wilhelmsen

Port Services Affiliates and/or Principal and

Principal Affiliates.

18.2

The Agent acknowledges and agrees that:

(i)

it is only permitted to use the Intellectual Property

for the purposes of and during the term of this

Agreement and only as authorised by

Wilhelmsen Port Services hereunder;

(ii)

other than to that extent, it has and shall have no

right to use or to allow others to use the

Intellectual Property Rights or any part of it. It

shall not seek to register any Intellectual Property

Rights on behalf of the Wilhelmsen Port Services

without Wilhelmsen Port Services' express

consent;

(iii)

it shall not use any trademarks, trade names or get-

up which resemble Wilhelmsen Port Services

and/or Wilhelmsen Port Services Affiliates'

and/or Principal and Principal Affiliates

trademarks, trade names or get-up and which

would therefore be likely to confuse or mislead

the public or any section of the public;

(iv)

it shall not remove, alter or otherwise tamper with

any of Wilhelmsen Port Services and/or

Wilhelmsen Port Services Affiliates' and/or

Principal and Principal Affiliates trademarks,

trade names, logos, numbers or other means of

identification on any products or the packaging

therefor which come into the Agent's possession,

custody or control, and shall not place any trade

mark or trade name of its own on any products or

any packaging or other materials used in

connection therewith;

(v)

it shall not do or omit to do, or authorise any third

party to do or to omit to do, anything which could

invalidate or be inconsistent with the Intellectual

Property Rights; and

(vi)

it shall not make a statement in any advertising

material and promotional literature produced by

or for it in connection with the services to be

performed under this Agreement as to the

ownership of any relevant Intellectual Property

Rights used or referred to therein; and

(vii)

not make any statement public or otherwise

regarding this Agreement, the Services, the

Particulars or Principal.

SEVERABILITY

If any provision of this Agreement (or part of any

provision) is found by any court or other authority

of competent jurisdiction to be invalid, illegal or

unenforceable, that provision or part-provision

shall, to the extent required, be deemed not to

form part of this Agreement, and the validity and

enforceability of the other provisions of this

Agreement shall not be affected.

THIRD PARTY RIGHTS

20.1

A person who is not a party to this Agreement has

no right under the Contracts (Rights of Third

Parties) Act 1999 to enforce or to enjoy the benefit

of any term of this Agreement save that, any rights

in the Agreement that are stated to be for the

benefit of any of the Wilhelmsen Port Services

Affiliates can be enforced by the relevant

Wilhelmsen Port Services Affiliates.

20.2

The consent of any Wilhelmsen Port Services

Affiliate or any other third party is not necessary

for any variation (including any release or

compromise in whole or in part of any liability)

or termination.

NO WAIVER

The failure to exercise, or delay in exercising, a

right, power or remedy provided by this

Standard Terms and Conditions for Sub Agency valid from June 2022

Agreement or by Applicable Laws shall not

constitute a waiver of that right, power or

remedy. If either party waives a breach of any

provision of this Agreement this shall not

operate as a waiver of a subsequent breach of

that provision, or as a waiver of a breach of any

other provision. Any waiver given by a party

must be given in writing and signed by an

authorised representative of that party.

GOVERNING LAW

This Agreement and any dispute or claim arising

out of or in connection with it (including any

dispute or claim relating to non-contractual

obligations) shall be governed by and construed

in accordance with the laws of England and

Wales.

ARBITRATION

23.1

Any dispute or claim arising out of or in

connection with this Agreement (including any

dispute or claim relating to non-contractual

obligations) shall be negotiated between the

parties in good faith, should a final settlement to

the dispute not be reached within thirty (30) days

from the commencement of such negotiations

such dispute shall be referred to arbitration and

shall be conducted in accordance with the London

Maritime Arbitrators Association (LMAA) Terms

current at the time when the arbitration

proceedings are commenced.

23.2

The reference shall be to three arbitrators. A party

wishing to refer a dispute to arbitration shall

appoint its arbitrator and send notice of such

appointment in writing to the other party requiring

the other party to appoint its own arbitrator within

fourteen (14) calendar days of that notice and

stating that it will appoint its arbitrator as sole

arbitrator unless the other party appoints its own

arbitrator and gives notice that it has done so

within the fourteen (14) calendar days specified.

If the other party does not appoint its own

arbitrator and gives notice that it has done so

within the fourteen (14) calendar days specified,

the party referring a dispute to arbitration may,

without the requirement of any further prior notice

to the other party, appoint its arbitrator as sole

arbitrator and shall advise the other party

accordingly. The award of a sole arbitrator shall

be binding on both parties as if he had been

appointed by agreement.

23.3

Nothing in this condition 23 shall prevent the

parties agreeing in writing to vary these

provisions to provide for the appointment of a

sole arbitrator. In cases where neither the claim

nor any counterclaim exceeds the sum of

US$50,000 (or such other sum as the parties

may agree) the arbitration shall be conducted in

accordance with the LMAA Small Claims

Procedure current at the time when the

arbitration proceedings are commenced.

AMENDMENT

In order to be effective, any amendment to this

Agreement shall be documented in the form of a

legal instrument in writing and signed by both

parties.