General Terms and Conditions

The following terms and conditions apply in the absence of any other formal written agreement between Hill Robinson and the Client in respect of the provision of services by Hill Robinson.

Where they apply, these terms and conditions supersede all previous communications between Hill Robinson and the Client, whether written or oral, relating to the same subject-matter. No warranty, condition, term, description or representation is given or to be implied by anything said or written in negotiations between Hill Robinson and the Client, other than as set out in these terms and conditions.

Definitions

Client: means the person, firm or entity which engages Hill Robinson to provide the Services;
Contract: means the agreement between Hill Robinson and the Client in respect of the provision of the Services, which incorporates these terms and conditions;
Fee: means the sum payable by the Client to Hill Robinson in respect of the Services, which (unless otherwise agreed) shall be calculated by reference to the Rate Sheet;
Hill Robinson: means the company within the Hill Robinson Group which agrees to provide the Services to the Client;
Hill Robinson Group: means the group of companies of which Hill Robinson Group Ltd (incorporated in Guernsey with registration number 70170) is the parent company;
Indemnity Limit: means either: (1) a sum equal to the amount of the Fee paid by the Client to Hill Robinson in respect of the Services; or (2) the sum of €500,000, whichever is the lower;
Rate Sheet: means Hill Robinson’s schedule of charges as published by Hill Robinson from time to time; and
Services: means the services (or any of them) to be provided by Hill Robinson, as requested by the Client or as proposed by Hill Robinson.

1. Appointment of Company

Hill Robinson shall use its best endeavours to provide the Services and shall exercise reasonable skill and care in its provision of the Services.
The Client shall pay Hill Robinson the Fee for providing the Services.
Hill Robinson shall be entitled to assume that the Client has full authority to engage Hill Robinson to provide the Services and that any person who holds themselves out as representing the Client has full authority to do so.
Hill Robinson shall, in providing the Services, be entitled to have due regard to its overall responsibilities in relation to all of its clients as may from time to time seek its services and to allocate its resources accordingly.
Any changes or additions to the scope of the Services shall be agreed in writing by the Parties.

2. Client’s Obligations

The Client shall ensure that full instructions are given to Hill Robinson and are provided in sufficient time to enable the Services to be performed effectively and efficiently. The Client shall disclose to Hill Robinson all relevant information of which they have knowledge, or to which they have access, in relation to the Services.
In the event of any breach by the Client of the requirements of Clause 2(a) above, the Client shall be responsible for all costs incurred by Hill Robinson as a consequence of the breach and Hill Robinson shall not be liable for any consequential failure to provide the Services (or any of them).
Hill Robinson shall have no liability whether in contract, tort or otherwise in respect of the consequences of late, incomplete, inadequate, inaccurate or ambiguous instructions or the non-disclosure by the Client of relevant information.

3. Expenses

The Client shall reimburse Hill Robinson for postage and communication expenses, travelling expenses, and other out-of-pocket expenses reasonably and properly incurred by Hill Robinson in connection with the provision of the Services (together, the “Expenses”). Expenses shall be reimbursed at cost plus an administration charge of 5%.

4. Liability

Without prejudice to Clause 6 and notwithstanding anything that may appear to the contrary in the Contract:
1. Hill Robinson shall be under no liability whatsoever to the Client for any loss, damage, delay or expense of whatsoever nature, whether direct or indirect, and howsoever arising in the course of the performance of the Company’s obligations under the Contract UNLESS and only to the extent that same is proved to have resulted from the fraud, fraudulent misrepresentation, negligence, gross negligence or wilful default by/of Hill Robinson or its employees, agents or sub-contractors employed or engaged by it in connection with the Services, in which case (save where loss, damage, delay or expense has resulted from the act or omission of a member of the senior management of Hill Robinson committed with the intent to cause same, or recklessly and with knowledge that such loss, damage, delay or expense would probably result, or from fraud or fraudulent misrepresentation) Hill Robinson’s aggregate liability for each incident or series of incidents giving rise to a claim or claims (including legal expenses) shall never exceed the Indemnity Limit;
2. notwithstanding anything that may appear to the contrary in the Contract, Hill Robinson shall not be liable for any acts or omissions of the Client’s employees, agents and sub-contractors;
3. the liability of Hill Robinson under the Contract for loss and damage shall be limited to the amount that is reasonable for Hill Robinson to pay in relation to the contractual responsibilities of other consultants, contractors and specialists employed or engaged by the Client;
4. Hill Robinson shall not be liable for any consequential, indirect or special loss (including loss of profit, loss of revenue, loss of data and/or data breach, loss of use, loss of opportunity, harm to reputation, loss of goodwill, loss of business and wasted expenditure) suffered by the Client, whether arising out of or in connection with the Contract or otherwise;
5. nothing in the Contract shall operate to limit or exclude Hill Robinson’s liability for death or personal injury of any person caused by negligence (including without limitation any negligent act or omission) on the part of Hill Robinson or those for whom it is responsible;
6. Hill Robinson’s liability to the Client shall expire and claims against Hill Robinson shall become time barred after twelve (12) months following completion of the Services;
7. Hill Robinson shall not be liable in respect of any breach of its obligations under the Contract of which written notification shall not have been given within ninety (90) days of the date on which the Client ought reasonably to have become aware of the existence of such breach;
8. Hill Robinson gives no warranty or guarantee and makes no representation as to the accuracy or nature of any information provided to the Client or as to the financial standing or creditworthiness of any person; and
9. save as is expressly stated in the foregoing, all terms, conditions and warranties implied by law are excluded to the maximum extent permissible.
No director, employee or agent of Hill Robinson (including any sub-contractor from time to time engaged by Hill Robinson) shall in any circumstances whatsoever be under any liability whatsoever to the Client 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 their employment or engagement. Without prejudice to the generality of the foregoing, every exemption, limitation, condition and liberty contained in the Contract and every right, exemption from liability, defence and immunity of whatsoever nature applicable to Hill Robinson or to which Hill Robinson is entitled under the Contract shall also be available and shall extend to protect every such director, employee or agent of Hill Robinson acting as aforesaid. For the purpose of the foregoing, Hill Robinson is or shall be deemed to be acting as agent or trustee on behalf of and for the benefit of all persons who are or might be its directors, employees or agents from time to time (including any sub-contractor) and all such persons shall to this extent be or be deemed to be parties to the Contract.
Hill Robinson may (at its own cost and risk) sub-contract in any manner with any person or entity to engage such person or entity to deliver part or all of the Services.

5. Indemnity

Except to the extent to which Hill Robinson would be liable under Clause 4(a)(i), the Client shall indemnify Hill Robinson and its directors, employees, agents and sub-contractors and shall hold them harmless against and in respect of all actions, proceedings, claims, demands or liabilities whatsoever or howsoever arising, and all other losses, damages, costs and expenses (including reasonably-incurred legal costs and expenses on a solicitor and own-client basis), which may be brought against them or incurred or suffered by them (directly or indirectly), as the case may be, in connection with the Contract. This indemnity shall survive the termination of the Contract.

6. Force Majeure

Neither Hill Robinson nor the Client shall be held liable in respect of any breach of or failure to perform, or any delay in performance of, their respective obligations under the Contract (except for any obligation on the part of the Client to make payments due to Hill Robinson, which shall not be so excused) caused by any of the following force majeure events or conditions, to the extent that the party relying on this provision is prevented from or hindered in performing any or all of its obligations under the Contract and provided that that party has made reasonable efforts to avoid, minimize or prevent the effect of the event or condition and has as soon as reasonably practicable notified the other party of the occurrence of the event or condition:

acts of God;
Government requisitions, controls, sanctions, interventions, requirements or interferences;
any circumstances arising out of war, threatened act of war or warlike operations, acts of terrorism, sabotage or piracy, or the consequences thereof;
riots, civil commotion, blockades or embargoes;
epidemics, pandemics or equivalent public health emergencies;
earthquakes, landslides, floods, tropical storms or other extraordinary weather conditions;
strikes, lockouts or other industrial action, unless limited to the employees (which shall not include the crew of any vessel, aircraft or other means of transport) of the party seeking to invoke force majeure; and
any other similar cause beyond the reasonable control of the affected party.

7. Compliance with Laws and Regulations

The Client warrants that it (including, where it is an incorporated entity, its ultimate beneficial owner(s) and controller(s)) and any vessel or aircraft to which the Services relate is/are not designated by any EU, Monaco, UK, UN, USA or other relevant authority or government as being the subject of any prohibitive or restrictive measures which would inhibit the ability of Hill Robinson to provide the Services and/or to receive any payment(s) from (or on behalf of) the Client;
The Client warrants and shall procure that all funds provided to Hill Robinson in connection with the Services are made available in compliance with all applicable regulations and legislation in any applicable jurisdiction; and
The Client shall, on request, make available to Hill Robinson such evidence as may reasonably be required to establish its identity, nationality, place of domicile and residence (or, where it is an incorporated entity, the legal status of the entity and the equivalent evidence in respect of its ultimate beneficial owner(s) and controller(s)) and its sources of wealth and funds, together with any documentation reasonably requested by Hill Robinson in order to comply with relevant regulations in respect of handling of funds.
The Client shall indemnify Hill Robinson and its directors, employees, agents and sub-contractors and shall hold them harmless against and in respect of all actions, proceedings, claims, demands or liabilities whatsoever or howsoever arising, and all other losses, damages, costs and expenses (including all reasonably incurred legal expenses on a solicitor and own client basis), which may be brought against them or incurred or suffered by them (directly or indirectly), as the case may be, as a consequence of any breach by the Client of Clauses 7(a) to (c).

8. Hill Robinson’s Proprietary Information and Intellectual Property

All documents, reports, drawings, specifications, data and other information and materials (including any intellectual property therein) made available or provided by or on behalf of Hill Robinson to the Client in connection with the Services and any information and materials derived by the Client therefrom (together, the “Company’s Materials”) shall, at all times, be and remain the property of Hill Robinson, and shall be held by the Client in safe custody at its risk until returned to Hill Robinson. The Client shall not dispose of or use Hill Robinson’s Materials other than in accordance with Hill Robinson’s written instructions or authorisation. The Client shall return to Hill Robinson forthwith any or all of Hill Robinson’s Materials at any time at the request of Hill Robinson and in any event upon the termination or expiry of the Contract.

9. Duration, suspension and termination of the Contract

Unless terminated earlier in accordance with any other provision of this Clause 9, the Contract will terminate automatically (save in respect of any provisions which survive such termination) upon completion of the Services in accordance with the Contract.
Either party may terminate the Contract on giving to the other party reasonable notice in writing (having regard to the nature and duration of the Services).
Hill Robinson may suspend performance of the Services and/or terminate the Contract with immediate effect by notice in writing to the Client if:
1. any sum due or payable by the Client to Hill Robinson remains outstanding for more than seven (7) days;
2. the Client fails to perform any of its obligations under the Contract in any material respect which is incapable of remedy or, if capable of remedy, is not remedied to the reasonable satisfaction of Hill Robinson within such a period of time as may in the circumstances be reasonable (having regard to the nature and duration of the Services) after receipt of written notice giving particulars of the breach and requiring it to be remedied;
3. the Client fails to respond in a timely manner to Hill Robinson’s reasonable requests for information and/or instructions; or
4. the Client makes no request for Services from Hill Robinson for a continuous period of one month.
Subject to Clause 4(a)(i), Hill Robinson shall have no liability whatsoever for any losses of whatever nature incurred or suffered by the Client as a result of lawful suspension or termination of the Contract.
Termination of the Contract shall be without prejudice to all rights accrued between the parties prior to the date of termination.

10. Law and Arbitration

The Contract shall be governed by and construed in accordance with English law.
Any dispute arising out of or in connection with the Contract (including any non-contractual obligations arising out of or in connection with it) shall be referred to arbitration in London in accordance with the Arbitration Act 1996. The arbitration shall be conducted in accordance with the appropriate London Maritime Arbitrators Association (LMAA) Terms current at the time when the arbitration proceedings are commenced. The Parties hereby exclude any right to appeal any award under section 69 of the Arbitration Act 1996. The existence of any arbitration and any resulting award shall be confidential.

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