Terms & Conditions

Terms and Conditions

1. Definitions

“Milaha Marine” means Milaha Marine Limited, its employees, sub-contractors, and agents trading under these Conditions.

“Client” means the party at whose request or on whose behalf Milaha Marine provides goods and/or services and is responsible for the payment of invoices arising therefrom.

“Report” means any report, certificate, or statement supplied by Milaha Marine in connection with instructions received from the Client.

“Disbursements” means the cost of all reasonable photography, reproduction of drawings, diagrams, sketches, printing, duplicating, electronic transmission fees, and all reasonable expenses including but not limited to travel, refreshments, and accommodation where an overnight stay is necessary.

“Fees” means the fees as set out in the invoice from Milaha Marine to the Client, including any applicable taxes and any Disbursements.

2. Scope

Milaha Marine shall provide its services solely in accordance with these Terms and Conditions. Any variations or amendments to these terms must be agreed in writing by both parties.

3. Work

Milaha Marine shall proceed with the provision of services only upon receipt of a written request from the Client clearly stating the requirements and scope of the services. Milaha Marine will confirm in writing its acceptance of, and the extent to which it shall provide, services in connection with the Client’s instructions. Once the work is confirmed and agreed upon between Milaha Marine and the Client, any variation to the scope shall require both parties to agree in writing.

4. Payment

An invoice for the supply of goods or services shall be issued within 48 hours of the completion and reporting of the work. Unless otherwise stipulated, the Client shall pay the Fees set out in the Milaha Marine invoice no later than 14 days following the invoice date.

If payment is not received by the due date, Milaha Marine reserves the right to charge interest on the overdue amount at a rate of 4% per month or the prevailing statutory rate in Hong Kong, whichever is higher, as well as recover any collection costs incurred.

5. Obligations and Responsibilities

(a) Client: The Client undertakes to provide full, accurate, and timely instructions to enable the required services to be performed effectively. The Client shall procure all necessary access for Milaha Marine to goods, premises, vessels, installations, and transport, and shall ensure that all appropriate safety measures are taken to provide safe and secure working conditions. Milaha Marine shall not be liable for the consequences of late, incomplete, inadequate, inaccurate, or ambiguous instructions.

(b) Milaha Marine shall exercise reasonable care, skill, and diligence in the performance of the services in accordance with good marine surveying practice and applicable industry standards.

(c) Reporting: Milaha Marine shall submit a final written Report to the Client following completion of the agreed services, unless otherwise instructed by the Client in writing.

(d) Confidentiality: Milaha Marine undertakes not to disclose any information provided in confidence by the Client to any third party, nor permit access to such information by any third party, unless the Client expressly grants permission or such disclosure is required by law or an order of a competent court of law.

(e) Property: The right of ownership and intellectual property rights in respect of all original work created by Milaha Marine (including the Report) remains the property of Milaha Marine. The Client is granted a non-exclusive license to use the Report for the specific purpose for which it was commissioned.

(f) Conflict of Interest/Qualification: Milaha Marine shall promptly notify the Client of any matter, including a conflict of interest or lack of suitable qualifications/experience, which would render it undesirable for Milaha Marine to continue its involvement with the appointment. In such an event, the Client shall be responsible for payment of Milaha Marine’s Fees up to the date of notification.

6. Limitation of Liability

(a) Without prejudice to Clause 7, Milaha Marine 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, unless same is proved to have resulted solely from the negligence, gross negligence, or willful default of Milaha Marine or any of its employees, agents, or sub-contractors.

(b) In the event that the Client proves that the loss, damage, delay, or expense was caused by the negligence, gross negligence, or willful default of Milaha Marine as aforesaid, then, save where such loss, damage, delay, or expense has resulted from Milaha Marine’s action or omission committed with intent to cause the same or recklessly with knowledge that such loss would probably result, Milaha Marine’s liability for each incident or series of incidents giving rise to a claim shall never exceed a sum calculated on the basis of five (5) times the Fees charged for the specific services performed. Milaha Marine shall not be liable for loss of or damage to equipment and other items placed at its disposal by or on behalf of the Client, however such loss or damage occurs.

7. Indemnity

Except to the extent and solely for the amount for which Milaha Marine would be liable under Clause 6, the Client hereby undertakes to keep Milaha Marine and its employees, agents, and sub-contractors indemnified and to hold them harmless against all actions, proceedings, claims, demands, or liabilities whatsoever or howsoever arising which may be brought against them or incurred or suffered by them, and against and in respect of all costs, loss, damages, and expenses (including legal costs and expenses on a full indemnity basis) which Milaha Marine may suffer or incur (either directly or indirectly) in the course of providing services under these Conditions.

8. Force Majeure

Neither Milaha Marine nor the Client shall be responsible for any loss, damage, delay, or failure in performance hereunder arising from acts of God, war, seizure under legal process, quarantine restrictions, strikes, boycotts, lockouts, riots, civil commotions, or arrest or restraint of princes, rulers, or people.

9. Insurance

Milaha Marine shall affect and maintain, at no cost to the Client, Professional Liability (Errors and Omissions) Insurance commensurate with the nature of the services provided under these Terms and Conditions.

10. Right to Sub-contract

Milaha Marine shall have the right to sub-contract any of the services provided under these Conditions, subject to the Client’s right to object on reasonable grounds. In the event of such a sub-contract, Milaha Marine shall remain fully liable for the due performance of its obligations under these Conditions.

11. Time Bar

Any claims against Milaha Marine by the Client shall be deemed to be waived and time-barred upon the expiry of three (3) months from the date of submission of the final Report to the Client.

12. Jurisdiction and Law

These Conditions shall be governed by and construed in accordance with the laws of the Hong Kong Special Administrative Region (Hong Kong SAR). Any dispute, action, or proceedings arising out of or in connection with these Conditions shall be subject to the exclusive jurisdiction of the courts of Hong Kong SAR