Terms and conditions

These terms and conditions govern all interactions between You and the Broker and will take effect whenever you engage the Broker for Services or respond to the Broker regarding the provision of Services. These terms establish a legally binding agreement between You and the Broker (where "You," "Broker," and "Services" are defined below).

1. Definitions

“Ancillary Services” refers to any land-based or offshore services, typically but not necessarily linked to Vessel or Equipment services, including but not limited to agency, customs clearance, waste (water) disposal, market analysis or reporting, and assistance in obtaining Certificates of Equivalence or other required certifications on behalf of Owners.

“Brokerage Services” means, unless otherwise agreed in writing, the services outlined in Clause 3.

“Brokered Services” encompasses all services for which Brokerage Services are provided by Discovery Offshore, including but not limited to services involving Vessels, Equipment, or Ancillary Services.

“Clients” refers to any party requesting Brokerage Services or on whose behalf such services are sought in relation to a Project.

“Contract” (including any “Follow-Up Contract” as described in Clause 8.3) signifies the agreement between Clients and Owners concerning a Project for which Discovery Offshore has supplied Brokerage Services.

“Equipment” includes all types of appliances such as, but not limited to, Containers, Accommodation Modules, Cranes, Turntables, and ROVs (whether or not including pilot or associated services).

“Broker” refers to Discovery Offshore

“Discovery Offshore” refers to Discovery Offshore Ltd (company number 16089550), along with its employees, managing directors, or agents.

“Information” collectively refers to all forms of information and documentation (oral, written, paper, or digital) concerning any Brokered Services or related requests, including but not limited to technical and operational details, Vessel names, Equipment specifications, Ancillary Services scope, worksite characteristics, weather conditions, base-port and wind park information, Client/Owner details, and relevant third-party interfaces, as provided by Owners or Clients.

“Owners” includes any registered or disponent owner, manager, operator, time charterer, bareboat charterer, or other party with authority over a Vessel or Equipment, as well as any service provider controlling Ancillary Services at the relevant time.

“Parties” collectively refers to Owners and Clients, while “Party” refers to either an Owner or a Client as applicable.

“Payments” means all amounts payable for Brokered Services (excluding VAT or other applicable taxes), including hire fees, day rates, freight, mobilization/demobilization costs, and weather downtime payments (whether lump sum or otherwise).

“Project” denotes any offshore or maritime construction, service request, or related onshore service.

“Remuneration” means the commission and other payments due to Discovery Offshore for the provision of the Services under Clause 8, whether by way of commission or as otherwise agreed.

“Vessel” includes all marine structures, self-propelled or otherwise, such as jack-up rigs, platforms, ships, barges, CTVs, or similar.

“Fixture(s)”: a contract or contracts including but not limited in any way whatsoever to the sale, purchase, construction, demolition, towage, charter (whether on a voyage or time charter basis) and/or other contract(s) of affreightment of a Ship together with Negotiations to enter such Fixtures.

“Negotiations”: communications, whether verbal or in writing, in relation to concluding a Fixture.

“Post Fixture Services”: assistance with communications and/or operational matters arising after a Fixture has been concluded and/or assistance with claims arising from the performance of a Fixture.

“Principal”: a party to a Fixture including without limitation in any way whatsoever the owner, seller, buyer, builder or charterer of a ship and any party guaranteeing the obligations of such a party. Principal may include You.

“Representative”: a person or company, including but not limited to a ship manager, chartering department, shipbroker or other agent, who is not a Principal but is involved in negotiations on behalf of a Principal.

“Sanction(s)”: any and all sanctions imposed by the United Nations, the European Union, the United Kingdom, the United States of America or any other national government or competent authority thereof.

“Services”: the Services referred to in clause 3 of these terms and conditions and any other services as may be agreed.

“Ship”: any type of ship, other vessel, platform, and/or equipment used or intended to be used for any purpose on, in or over water including but not limited in any way whatsoever to ocean going vessels, coasters, ferries, yachts, flotels, rigs, jack ups, submersibles, and barges.

“You”: the party requesting the Broker’s services or responding to and/or instructing the Broker in relation to the provision of the Services, which may be the Principal and or the Representative. Where such party is acting as a Representative references to “You” will additionally include the Principal.

2. Application

These General Terms and Conditions apply to all Brokerage Services provided by Discovery Offshore to any Party, regardless of whether such services are delivered via email, telephone, in person, or in writing (fax or letter).

3. Scope of Services

3.1 The Broker will act as a shipbroker in relation to Fixture(s) and that role includes the introduction of Principals to each other or to the Fixture, assisting the Principals and/or their Representatives by acting as a channel for Negotiations, preparation of the Fixture contract and other documentation relating to the Fixture and such Post Fixture Services and/or other Services as may be agreed with You.

3.2 Unless specifically agreed in writing the Broker will act only as an intermediary in relation to Fixture(s) and will not itself enter any Fixtures arising from the Services as a Principal.

3.3 The Broker is not responsible for the performance or non-performance of Fixture(s) or Principals.

3.4 Unless otherwise agreed the Services are provided on a Fixture by Fixture basis.

3.5 The Broker may also agree to perform for the Principal other tasks such as providing Ship valuations and/or specific market research and/or Post Fixture Services. Such tasks may be subject to specific provisions in addition to these Terms and Conditions including without limitation in any way whatsoever the wording to be used in a valuation certificate and limitations regarding the Broker’s role and liability for Post Fixture Services. In the event of, and only to the extent of, a conflict between these Terms and Conditions and the specific provisions applicable to other tasks, the latter will prevail. Otherwise these Terms and Conditions, including those as to limitation of liability, will apply.

4. Obligations of the Broker

4.1 The Broker will perform the Services with the reasonable skill and care expected of a professional shipbroker.

4.2 It is understood that the Broker may be dealing with Representatives or other intermediaries rather than directly with a Principal. In such cases the Broker is dealing with such Representatives or other intermediaries in good faith as to the authority they possess but the Broker does not give any warranty as to that authority.

4.3 If the Broker is acting directly for a Principal then the Broker warrants that the Broker has the authority of that Principal.

4.4 If at any time the Broker provides information in respect of a Principal, including but not limited in any way whatsoever to information regarding corporate structures or financial standing, it is understood and agreed that in relation to the Broker such information is provided in good faith but without guarantee. The Principal must satisfy itself of any counterparty risk and decide whether to enter a Fixture with the proposed counterparty and on what terms.

4.5 Unless otherwise agreed in writing the Services are not provided on an exclusive basis and it is understood that the Broker may act as a shipbroker for other parties in relation to the same or other Fixtures. In the event the Broker is dealing directly with more than one Principal in relation to the same Fixture the Broker’s duties will be to pass on offers, counteroffers and other such communications accurately and in a timely manner as authorised by each Principal in turn. You recognise that the Broker may be the sole broker in a transaction and agree that the Broker is under no obligation to specifically disclose that fact.

4.6 The Broker will take reasonable steps to implement and maintain relevant anti-virus and computer system protection but will not be liable should such software fail for reasons beyond the Broker’s reasonable control.

5. Your Obligations

5.1 You will pay the Remuneration due to the Broker in a timely fashion and in accordance with clause 8 below.

5.2. If You are a Principal you warrant that you have full legal power to enter into the Fixture brought about by the Services. If You are acting as a Representative You warrant that you have the Principal’s authority (i) to accept these terms and conditions on their behalf and (ii) to make all offers, counteroffers and representations made during negotiations and (iii) to agree a Fixture on their behalf.

5.3 Where Services are provided to You You are deemed to have engaged the Broker in relation to any Fixture that arises in connection with those Services whether or not it is concluded via the Broker.

5.4 You will provide the Broker with all information and instructions necessary for the performance of the Services and You will be responsible for the accuracy of such information and instructions. Where actions need to be taken by a certain time (such as reply times during Negotiations) you will ensure the Broker has sufficient time prior to expiry of the relevant time limit to process and forward such messages as required.

5.5 You will take care to avoid misrepresentations occurring in Negotiations. You will carefully review all messages information and documents sent by or copied to You and promptly advise the Broker of any errors or misrepresentations. The Broker is not responsible for the consequences of a failure by You to review messages or correct misrepresentations which originate from your instructions or documents or other information provided by You.

5.6 You recognise and expressly acknowledge that internet fraud and other fraud including but not limited to the unlawful interception, diversion and unauthorised amendment of legitimate email messages, attachments, payment instructions, remittance details and other instructions and information is a real danger and You warrant that You will implement and maintain appropriate anti-virus and computer system protection.

5.7 The Broker does not warrant the accuracy of any invoice, amended invoice, payment demand, bank account, other remittance details or any amended details that it sends or forwards to You in the context of the Services, Post Fixture Services or otherwise and it is your obligation to carry out appropriate checks and conduct all necessary due diligence to verify that such invoice, amended invoice, payment demand, bank account or other remittance details are accurate and contain the correct payment information. The Broker will have no liability for any failure by You to take the due diligence and verification steps required by this sub clause 5.7.

5.8 You will indemnify the Broker and hold the Broker harmless against the consequences of any breach by You of any of your obligations as set out in these Terms and Conditions.

6. Sanctions, Money Laundering, Bribery, and Anti-Corruption

6.1 In addition to your obligations as set out in clause 5 of these Terms and Conditions, You warrant that at the date of the Fixture and throughout its duration:

6.1.1 You (which for this purpose of this clause 6 includes any affiliated company, owning company, group company, associated entity, or subsidiary) and any party to the Fixture are not subject to or in breach of any Sanctions; and

6.1.2 You do not know of any reason why the Fixture could be unlawful or which could render the provision of the Services by the Broker in breach of any law, including but not limited in any way whatsoever to Sanctions and/or any legal provision relating to money laundering, bribery and/or corruption.

6.2 In the event that You become aware of any circumstance or occurrence which renders You and/or any other party and/or the Fixture in breach of this clause 6 You will forthwith advise the Broker and take all available steps to rectify the breach.

6.3 In the event that the Broker has any reasonable grounds to believe that the Fixture or the provision of the Services may be in breach of this clause 6 the Broker may by written notice terminate the Services immediately without incurring any liability howsoever arising from such termination.

7. Information

Information provided to Discovery Offshore originates from the Parties or third parties, and Discovery Offshore neither verifies nor guarantees its accuracy or validity. It is the responsibility of the Parties to confirm the correctness and validity of Information relayed by Discovery Offshore.

8. Remuneration and Expenses / Follow-Up Contracts

8.1 Discovery Offshore is entitled to a commission on all Payments related to Brokered Services under a Contract, in addition to any documented, reasonable expenses incurred while performing Brokerage Services ("Remuneration"). This Remuneration accrues upon Contract execution, and a copy must be sent to Discovery Offshore upon request. No amendments to the Contract after its formation will affect the accrued Remuneration.

8.2 The commission rate shall be agreed upon individually for each Contract. If no specific agreement exists, a 2.5% commission on all Payments applies.

8.3 Remuneration also applies to any Follow-Up Contract related to the same Project, regardless of whether Discovery Offshore was involved in that subsequent agreement. However, no Remuneration arises for unrelated future contracts where Brokerage Services were not provided by Discovery Offshore.

8.4 Unless otherwise agreed in writing, Owners are responsible for paying Remuneration. They must provide Discovery Offshore with copies of all invoices issued to Clients for Brokered Services. Remuneration is due no later than five (5) working days after Discovery Offshore issues an invoice and after Owners receive payment from Clients. Payment must be made in full without set-off, counterclaim, or deduction and is non-refundable.

8.5 Regardless of which Party is designated as primarily responsible for paying Remuneration (as Owners are under Clause 8.4 or as otherwise agreed), both Parties remain jointly and severally liable for all payments owed to Discovery Offshore.

9. Limitation of Liability and Indemnity

9.1 Discovery Offshore is not liable to Clients, Owners, or any third party for any loss, damage, delay, or expense, whether direct or indirect, arising from Brokerage Services unless caused by gross negligence or wilful misconduct.

9.2 Clients and Owners shall jointly and severally indemnify Discovery Offshore against any claims, losses, damages, or expenses incurred in connection with the provision of Brokerage Services, except where such liability arises from Discovery Offshore’s wilful misconduct or gross negligence.

9.3 Discovery Offshore’s liability is limited to USD 200,000 and does not extend to claims for loss of profits, business interruption, reputational harm, and other indirect or consequential losses.

9.4 The exclusions and/or limitations set out in this clause shall apply whether the claim against the Broker is brought in contract, tort (including for negligence) for breach of statutory duty or for any other cause whatsoever.

9.5 Any claims against Discovery Offshore must be submitted in writing within 14 days of the date on which You became aware or ought to have become aware of the circumstances giving rise to the claim and any claim not so notified shall be deemed waived and time barred. The Broker shall in any event be discharged of all liability arising out of the Services unless suit is brought and written notice of it given to the Broker within one (1) year of the end of performance of the Fixture or in the absence of a concluded Fixture one (1) year from the end of the Negotiations.

10. Confidentiality

Where the Broker is given information stated by You to be on a confidential basis or it is expressly agreed that a Fixture is confidential (in either case “Confidential Information”) the broker will not disclose that Confidential Information to any other party without prior permission from You. This obligation will not however extend to Confidential Information which (i) was already or becomes known to the Broker through other sources not subject to such an obligation of confidentiality (ii) is or becomes known to the market generally other than as a result of a breach of this obligation or (iii) which the Broker is obliged to disclose pursuant to a legal requirement including but not limited in any way whatsoever to an order of a court or other such authority. In all cases such obligation of confidentiality shall be deemed to end 3 years after the end of performance of the Fixture in question or in the absence of a concluded Fixture 3 years from the end of the Negotiations.

11. Applicable Law

These terms shall be governed by and construed in accordance with the laws of England and Wales and any dispute shall be referred to arbitration in London in accordance with the Arbitration Act 1996 or any statutory modification or re-enactment thereof save to the extent necessary to give effect to the provisions of this Clause. The arbitration shall be conducted in accordance with the London Maritime Arbitrators Association (LMAA) Terms current at the time when the arbitration proceedings are commenced and shall be before three (3) arbitrators, with each party appointing its own arbitrator and with the arbitrators so appointed appointing the third arbitrator save that where the dispute is for an amount less than USD100,000 it shall be resolved in accordance with the LMAA Small Claims Procedure.

12. Miscellaneous

12.1 All intellectual property rights in or arising out of the Services belong to the Broker.

12.2 The Broker has a general lien on all documents in its possession or control for all sums due from You to the Broker whether arising out of the Fixture or otherwise.

12.3 If any provision or part-provision of these Terms and Conditions is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of these Terms and Conditions.

12.4 A waiver of any right or remedy under these Terms and Conditions is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.

12.5 A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not waive that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.

Discovery Offshore Ltd | Updated November 2026