1. In these Terms and Conditions
"FLAGSHIP" means Flagship Offshore Ltd., and Flagship Ltd. a company incorporated in the Cayman Islands with its registered office at Governor’s Square, 23 Lime Tree Bay Ave, P.O. Box 1163, Grand Cayman KY1- 1102, Cayman Islands; "Company" means the company Flagship provides Services for and/or corporate owner of the yacht in respect of which FLAGSHIP provides Services on the instructions of the director, shareholder, captain, Owner or the Owner's representative(s) and, in the case of more than one company or partnership, means each and every such Company;
"Services" means any incorporation, registered office or any other corporate services, maritime consultation services, including but not limited to providing registration or Local Cayman Representative Person services to the yacht, captain, Company or the Owner at the request of and for the benefit of the yacht, captain, Company, Owner or the Owner's representative;
"Owner" means the shareholder or beneficial owner of the Company and/or the yacht who has signed or agreed to be bound by these Terms and Conditions or on whose behalf they have been signed.
2. These Terms and Conditions shall apply in relation to all Services provided or to be provided by FLAGSHIP at the request of the Owner or Owner’s representative or on the Owner’s behalf in relation to any yacht or Company whether subsisting now or in the future.
3. FLAGSHIP shall provide the requested Services subject to these Terms and Conditions. FLAGSHIP may appoint such of its subsidiaries or associated companies or their Directors, officers or employees to discharge FLAGSHIP’s functions as FLAGSHIPthinks fit and may, in its absolute discretion, substitute the same without reference to the Company or the Owner.
4. The Company and the Owner shall disclose such information concerning the Company and its business as may be requested by FLAGSHIPfrom time to time and shall keep FLAGSHIPadvised in a timely manner of any changes to any such information so provided. In particular, the Company and the Owner will deliver to FLAGSHIP all documentation and other information requested by FLAGSHIPfrom time to time in connection with its due diligence / know your client procedures. FLAGSHIPshall not be required to commence or continue to provide any Services unless and until all such information and documentation has been disclosed and delivered to FLAGSHIP and is satisfactory to FLAGSHIP. No liability whatsoever shall accrue to FLAGSHIPas a consequence of FLAGSHIPnot commencing or continuing to perform its duties in such circumstances.
5. The Company, the Owner and FLAGSHIP may each communicate in person, by letter, telephone, email or other electronic communications. FLAGSHIP shall be entitled to rely on any communication FLAGSHIP receives from or purporting to be from representative, director or other officer of the yacht, yacht manager, Company, the Owner and any other authorised person as notified in writing to FLAGSHIP by the Company and/or Owner from time to time. FLAGSHIP shall not be required to investigate or verify the identity of the originator. No liability whatsoever shall accrue to FLAGSHIP in respect of implementing any direction, instruction or recommendation contained in any such communication.
6. If the Company or the Owner so instructs, FLAGSHIP may arrange for Cayman Islands legal advice to be obtained from any Attorneys-at-law, at the Company’s expense.
7. (a) The captain/Company/Owner’s representative/Owner shall pay to FLAGSHIP the agreed fees and charges for providing Services as set out in FLAGSHIP’s standard fee schedule as amended from time to time;
(b) Payment shall be due within 30 days of the date of the relevant invoice. If full payment is not received within such period, FLAGSHIP reserves the right to charge interest at the default judgment rate on the overdue amount from the date on which payment was due until the date on which all unpaid sums and interest are paid in full and shall be entitled to suspend or terminate the provision of Services without any liability whatsoever to the Company or the Owner.
8. The Company and the Owner, jointly and severally, undertake to FLAGSHIP: (a) to indemnify and hold harmless FLAGSHIP in respect of all claims, losses, damage or injury suffered or incurred arising out of, or in any way connected with, the provision of the Services by FLAGSHIP, or from FLAGSHIP acting upon or attempting to act upon instructions from, or purporting to be from, the captain, the Owner, any director or other officer of the Company or any other authorised person EXCEPT to the extent that such claims, losses, damage or injury are proven to arise solely from the fraud, gross negligence, willful default or reckless disregard of FLAGSHIP; (b) that the Company and/or the Owner is not acting as an agent, nominee or trustee for any other person or organisation except as previously disclosed in writing to FLAGSHIP.
9. Provided that there are no outstanding fees due to FLAGSHIP the provision of Services may be terminated at any time by the Company or the Owner by written notice. FLAGSHIP may, by written notice terminate the provision of Services to the yacht/Owner/ Company.
10. These terms and conditions are subject to and shall be construed in accordance with the laws of the Cayman Islands. In the event of any dispute, the Cayman Islands courts shall have exclusive jurisdiction in relation thereto.
11. Any claim made by you or any other person in respect of any loss, liability or damage arising from or in connection with our Services, whether in contract or tort (including negligence) or under statute or otherwise, must be made:
Where those Services have been delivered, within three years of the date on which the work giving raise to claim was performed or should have been performed; and
If those Services have been terminated, within three years of the date of termination. (subject to the above), and in either of these cases that shall be the date when the earliest cause of action (in contract or tort (including negligence) or under statute or otherwise) shall be deemed to have accrued in respect of the relevant claim. For these purposes, a claim shall be made when court or other dispute resolution proceedings are commenced.