Kozen Marine Policy

Standard Terms and Conditions for Survey Work

1. Definitions

  1. “Company” refers to Kozen Marine Survey Company.
  2. “Client” refers to the individual, entity, or organization engaging the Company to perform survey work.
  3. “Services” refers to the marine survey, inspection, or related work as described in the agreement or scope of work provided to the Client.
  4. “Report” refers to any written or digital documentation provided by the Company as a result of the Services.

2. Scope of Services

  1. The services to be provided by the Company shall be as agreed in the specific engagement letter or contract entered into with the Client (“Agreed Services”). Any work or services requested by the Client that fall outside the scope of the Agreed Services (“Additional Services”) must be mutually agreed in writing between the Company and the Client prior to the commencement of such Additional Services.
  2. The agreement for Additional Services shall include, but not be limited to, the scope, deliverables, timeline, and applicable fees or fee structure for the Additional Services. The Company reserves the right to decline to undertake any Additional Services if no prior written agreement is reached.
  3. This clause is intended to ensure clarity in the scope of work, manage Client expectations, and prevent misunderstandings or disputes regarding the services provided and the associated fees.
  4. The Company will perform the Services with reasonable skill, care, and diligence in accordance with industry standards.

3. Client Responsibilities

  1. The Client shall provide the Company with access to the vessel, site, or equipment necessary to perform the Services, including any required permissions or documentation.
  2. The Client shall provide accurate and complete information relevant to the Services. The Company is not liable for delays or inaccuracies resulting from incomplete or incorrect information provided by the Client.
  3. The Client is responsible for ensuring the safety and suitability of the survey location, unless otherwise agreed in writing.

4. Fees and Payment

  1. Fees for the Services will be as quoted in writing by the Company. All fees are exclusive of taxes unless stated otherwise.
  2. Payment is due within 30 days of the invoice date unless otherwise agreed.
  3. In the event of late payment, interest shall accrue on the overdue amount at the maximum rate permitted by the laws of the Republic of Türkiye. Such interest shall be calculated on a monthly basis and compounded until the outstanding amount is paid in full, provided that the applied rate shall not exceed the legal limits prescribed by applicable law.
  4. The Company reserves the right to suspend Services or withhold Reports until full payment is received.

5. Delivery of Reports

  1. The Company will provide the Report to the Client upon completion of the Services and receipt of payment, unless otherwise agreed.
  2. Reports are prepared for the Client’s exclusive use and may not be shared with third parties without the Company’s prior written consent.
  3. The Company retains ownership of the intellectual property in the Report, granting the Client a non-exclusive license to use it for its intended purpose.

6. Limitation of Liability

  1. The liability of the Company, its employees, agents, or subcontractors for any claims, damages, losses, or expenses arising out of or in connection with the services provided under these Terms and Conditions shall be limited to circumstances where the Company has been proven negligent in the performance of the Agreed Services.
  2. Subject to the foregoing, the total aggregate liability of the Company, whether in contract, tort, or otherwise, shall not exceed the amount of fees paid by the Client for the specific Agreed Services giving rise to the claim, which is capped at an average of EUR 1,500 per engagement, as agreed between the parties.
  3. The Client acknowledges that the fees charged by the Company reflect the limited scope of liability as set out in this clause. The Client is advised that the enforceability of this limitation of liability under Turkish law, which governs these Terms and Conditions, may be subject to review by a Turkish court. The company’s liability under this Agreement shall be limited to a maximum amount of 1,500 EUR per incident. In the event that this limitation is deemed invalid or unenforceable under the laws of the Republic of Türkiye, the company’s liability shall be restricted solely to direct damages incurred by the other Party, excluding any indirect, consequential, incidental, or punitive damages, regardless of the cause or legal theory of liability. Direct damages shall be limited to those costs or losses directly arising from the company’s breach of this Agreement, as determined by a competent court.
  4. Nothing in this clause shall limit or exclude the Company’s liability for death or personal injury caused by negligence, fraud, or any other liability that cannot be excluded or limited under applicable law.
  5. The Company shall not be liable for indirect, consequential, or incidental damages, including but not limited to loss of profits, business interruption, or damage to reputation.
  6. The Services and Report are provided as an opinion based on the Company’s observations and expertise at the time of the survey. The Company does not guarantee the condition of any vessel, equipment, or site beyond what is observed during the survey.

7. Confidentiality

  1. The Company will treat all information provided by the Client as confidential, except where required by law or with the Client’s consent.
  2. The Client agrees not to disclose the Report or any proprietary methods of the Company to third parties without the prior written approval of the Company. The Company shall not be held liable for any consequences, damages, or losses arising from the acquisition, use, or misuse of the Report or proprietary methods by any third party, whether such acquisition or use is authorized or unauthorized, and regardless of the manner in which such third party obtained the Report or proprietary methods.

8. Force Majeure

  1. The Company shall not be liable for delays or failure to perform the Services due to events beyond its reasonable control, including but not limited to weather conditions, acts of God, strikes, or governmental restrictions.
  2. In such cases, the Company will notify the Client and work to reschedule or adjust the Services as feasible.

9. Termination

  1. Either party may terminate the engagement for the provision of Agreed Services by providing written notice to the other party, subject to the conditions set forth in this clause.
  2. The Company may terminate the engagement with immediate effect if the Client: (a) fails to make payment of any fees due within the agreed payment terms, provided that the Company has given the Client written notice of such non-payment and a reasonable period (not less than 14 days) to remedy the failure; (b) materially breaches any obligations under the engagement letter or these Terms and Conditions, and such breach remains unremedied for 14 days following written notice from the Company; or (c) becomes insolvent, enters liquidation, or is otherwise unable to meet its financial obligations.
  3. The Client may terminate the engagement with immediate effect if the Company: (a) materially breaches its obligations under the engagement letter or these Terms and Conditions, and such breach remains unremedied for 14 days following written notice from the Client; or (b) becomes insolvent, enters liquidation, or is otherwise unable to perform the Agreed Services.
  4. Termination by either party for reasons other than those specified in clauses above shall require at least 30 days’ prior written notice, unless otherwise agreed in writing. In such cases, the Company shall be entitled to payment for all services performed up to the date of termination, including any reasonable costs incurred as a result of the termination.
  5. The Company shall not be liable for any failure or delay in performing the Agreed Services caused by factors beyond its reasonable control, including but not limited to delays in port access, incomplete or inaccurate information provided by the Client, or external operational challenges. In such circumstances, the Company shall notify the Client promptly and work to mitigate the impact. Termination by the Client in these circumstances shall not relieve the Client of its obligation to pay for services rendered up to the date of termination.
  6. Upon termination, the Client shall promptly pay all outstanding fees for services performed, and the Company shall deliver any completed deliverables or work product, subject to receipt of such payment. Any provisions of these Terms and Conditions that, by their nature, should survive termination (including but not limited to payment obligations and limitation of liability) shall remain in effect.

10. Warranty

  1. The Company warrants that the Services will be performed in a professional manner consistent with industry standards.
  2. No other warranties, express or implied, are provided unless agreed in writing.

11. Governing Law and Dispute Resolution

  1. These Terms and Conditions shall be governed by the laws of Türkiye.
  2. Any disputes arising under this agreement shall first be addressed through good-faith negotiation. If unresolved, disputes will be submitted to arbitration before proceeding to litigation.

12. Amendments

  1. No modification to these Terms and Conditions shall be binding unless agreed in writing by both parties.

13. Entire Agreement

  1. These Terms and Conditions, along with any agreed scope of work or written proposal, constitute the entire agreement between the Company and the Client, superseding all prior discussions or agreements.

14. Acceptance

  1. The Client’s acceptance of the Company’s offer, quotation, or engagement letter for the provision of services shall constitute acceptance of these General Terms and Conditions (“GT&Cs”), provided that the GT&Cs are explicitly brought to the Client’s attention during the negotiation of the instructions and prior to the commencement of any work.
  2. To ensure proper acceptance, the Company shall provide the Client with a copy of these GT&Cs or make them readily accessible (e.g., via a website link, email attachment, or other clear means) at the time of negotiating the scope of services or issuing the engagement letter. The Client’s agreement to proceed with the services, whether through written confirmation, verbal instruction, or other clear acceptance, shall be deemed acknowledgment and binding acceptance of these GT&Cs.
  3. For the avoidance of doubt, these GT&Cs shall not be binding on the Client if they are provided for the first time after the work has been completed or if they are not explicitly referenced and made available during the negotiation phase. The Company acknowledges that failure to properly incorporate these GT&Cs through clear communication and Client acceptance may affect their enforceability under the governing law of these terms (Turkish law).
  4. The Client is advised to seek independent legal advice to confirm the enforceability of these GT&Cs under Turkish law. The Company shall not be liable for any failure of incorporation or acceptance due to non-compliance with local legal requirements, provided that reasonable efforts have been made to bring the GT&Cs to the Client’s attention in accordance with this clause.
  5. In the event of any conflict between these GT&Cs and the specific terms agreed in an engagement letter or contract, the specific terms of the engagement letter or contract shall prevail, unless otherwise stated.