COMPASS Marine Consulting

Effective Date: 01, January 2023

These Terms and Conditions (“Agreement”) govern the provision of consulting services by COMPASS Marine Consulting (“COMPASS,” “we,” “our,” or “us”) to the client (“Client,” “you,” or “your”) and constitute a legally binding agreement between the parties. By engaging COMPASS Marine Consulting for services, you agree to abide by and be bound by the terms outlined herein.

1. Services Provided

COMPASS Marine Consulting offers a range of consulting services, including but not limited to marine industry analysis, fleet management, regulatory compliance, risk assessment, sustainability strategies, and operational optimization (“Services”). A detailed description of the specific services to be provided will be outlined in a separate proposal or contract.

2. Engagement and Scope of Work

The scope of work for each project will be defined in writing in a Statement of Work (SOW), project plan, or contract, and may include deliverables, timelines, and fees. Any additional services or changes to the scope of work must be agreed upon in writing by both parties and may incur additional fees.

3. Fees and Payment Terms

• Consulting Fees: Fees for services will be specified in the contract or SOW. COMPASS reserves the right to adjust rates for ongoing or future services with prior notice.

• Billing: Fees are generally billed on a [monthly/quarterly/project-based] basis unless otherwise agreed. Invoices are due upon receipt unless specified otherwise in the contract.

• Late Payments: Any overdue payments are subject to a late fee of [X]% per month, or the maximum rate permitted by law, from the due date.

4. Client Responsibilities

The Client agrees to provide COMPASS with timely access to all necessary information, personnel, and resources required for the provision of services. The Client is responsible for ensuring that all information provided is accurate and up-to-date. Delays or issues resulting from failure to provide necessary resources or information may affect project timelines and incur additional costs.

5. Confidentiality

Both parties agree to maintain the confidentiality of all confidential and proprietary information exchanged during the course of the engagement. COMPASS will not disclose such information to third parties without the Client’s written consent, except where required by law or for the performance of the services. Confidential information does not include information that is public knowledge, received from a third party, or independently developed.

6. Intellectual Property

• Ownership of Deliverables: Upon full payment for services, the Client will have ownership of all final deliverables provided by COMPASS, including reports, analyses, strategies, and plans. COMPASS retains the right to use general knowledge and expertise gained during the project for future consulting engagements.

• License for Tools/Materials: COMPASS may use proprietary tools, software, or templates during the engagement. These tools and materials remain the intellectual property of COMPASS, and no ownership rights are transferred to the Client unless explicitly stated.

7. Limitation of Liability

COMPASS will not be liable for any indirect, incidental, special, or consequential damages arising out of or in connection with the provision of services. Our total liability for any claim arising out of or in connection with this agreement will not exceed the total fees paid by the Client for the specific services giving rise to the claim.

8. Indemnity

The Client agrees to indemnify and hold harmless COMPASS Marine Consulting, its employees, contractors, and affiliates from any claims, liabilities, damages, or expenses (including legal fees) arising out of or in connection with the Client’s use of the services provided, except where such claims result from COMPASS’s negligence or willful misconduct.

9. Term and Termination

• Term: This Agreement will remain in effect for the duration of the specific project or engagement unless terminated earlier by either party.

• Termination: Either party may terminate this Agreement with [X] days’ written notice. In the event of termination, the Client agrees to pay for all services rendered up to the termination date, including any work in progress. If the Client terminates the Agreement before the completion of the project, COMPASS reserves the right to charge a termination fee.

10. Force Majeure

Neither party will be liable for failure or delay in performance under this Agreement due to circumstances beyond their reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, strikes, or government actions.

11. Dispute Resolution

Any disputes or disagreements arising under or in connection with this Agreement will be resolved through good-faith negotiations. If the parties cannot resolve the dispute through negotiation, the dispute will be resolved through binding arbitration in [location], in accordance with the rules of the [Arbitration Association].

12. Amendments

COMPASS reserves the right to modify or amend these Terms and Conditions at any time. Any amendments will be effective once posted on COMPASS’s website or otherwise provided to the Client. Continued use of the services after any amendments constitutes acceptance of the revised terms.

13. Governing Law

This Agreement will be governed by and construed in accordance with the laws of [Jurisdiction], without regard to its conflict of law principles.

14. Entire Agreement

These Terms and Conditions, along with any accompanying contracts, SOWs, or proposals, constitute the entire agreement between the parties and supersede all prior agreements, understandings, and communications.

By engaging COMPASS Marine Consulting, the Client acknowledges and agrees to these Terms and Conditions.

If you have any questions or need clarification, please contact us at compassmarineconsuling@gmail.com.