Independent Contractor
Marinetegrity LLC (“Marinetegrity”) shall at all times operate as an independent contractor. Nothing in this agreement shall be construed to create a partnership, joint venture, or employer-employee relationship between Marinetegrity and the client (“Client”).
Access and Cooperation
The Client shall provide Marinetegrity with timely access to relevant documentation, personnel, equipment, locations, and facilities as needed to perform the agreed scope of services. The Client shall ensure safe working conditions in accordance with applicable safety laws and shall communicate any required safety procedures to Marinetegrity personnel. If conditions are deemed unsafe, Marinetegrity may decline to proceed with work on-site.
Basis of Work
Marinetegrity’s recommendations, findings, and professional judgments are based solely on its experience and the information provided by the Client. Marinetegrity shall not be liable for any inaccuracies, omissions, or delays in the provision of such information.
Advisory Nature of Services
All deliverables, recommendations, or assessments made by Marinetegrity are advisory in nature. Implementation of any such recommendations is at the sole discretion and responsibility of the Client. Marinetegrity does not and shall not determine how any recommendation is implemented, nor shall it be liable for outcomes resulting from the Client’s use of or reliance on such recommendations.
Limitation of Liability
To the maximum extent permitted by law, the total cumulative liability of Marinetegrity, its employees, subcontractors, and affiliates shall not exceed the total fees paid by the Client to Marinetegrity for the specific services giving rise to the claim. Under no circumstances shall Marinetegrity be liable for any indirect, incidental, special, punitive, or consequential damages, including but not limited to loss of profits, loss of use, or business interruption.
Confidentiality
Marinetegrity will treat as confidential all materials and information provided by the Client that are designated as confidential and will not disclose such information to third parties without prior written consent, unless required by law or professional duty.
Payments
Unless otherwise agreed in writing, all invoices are due and payable within twenty (20) calendar days of the invoice date (“Net-20”). Invoices not paid within this period will incur a late fee of five percent (5%) of the outstanding balance per month, compounded monthly. Marinetegrity reserves the right to withhold further services, reports, or deliverables in the event of non-payment.
Use of Work Product
Unless otherwise agreed in writing, Marinetegrity retains ownership of all working papers, templates, methodologies, and tools developed or used during the engagement. Marinetegrity reserves the right to use, reproduce, and adapt any deliverable, report, or work product created in the course of providing services to the Client—excluding any Client Confidential Information—for future internal use, training, or service delivery to other clients, provided that no proprietary or confidential information of the Client is disclosed or identifiable.
Arbitration of Disputes
Any dispute, controversy, or claim arising out of or relating to the services provided under this agreement shall be resolved exclusively through binding arbitration in accordance with the rules of the American Arbitration Association. The arbitration shall be held in the state where Marinetegrity is registered unless otherwise mutually agreed. Each party shall bear its own costs and attorney’s fees unless otherwise awarded by the arbitrator. The arbitrator’s decision shall be final and binding on both parties.
Force Majeure
Neither party shall be liable to the other for any delay or failure to perform its obligations under this agreement if such delay or failure arises from causes beyond its reasonable control, including but not limited to acts of God, natural disasters, pandemics, strikes, labor disputes, war, acts of terrorism, governmental actions, or failures of suppliers or subcontractors. Marinetegrity shall be entitled to payment for services performed and authorized expenditures incurred up to the effective date of the force majeure event.
Time Bar to Legal Action
To the fullest extent permitted by law, any claim or cause of action by the Client arising out of or relating to services performed by Marinetegrity must be brought within one (1) year from the date the Client knew or reasonably should have known of the circumstances giving rise to the claim. Failure to initiate arbitration or legal proceedings within this period shall constitute a waiver of the claim.
Governing Law
These Terms and Conditions shall be governed by and interpreted in accordance with the laws of the State in which Marinetegrity is organized, without regard to its conflict of law principles.
Entire Agreement
These Terms and Conditions, together with any agreed scope of work, represent the entire agreement between Marinetegrity and the Client and supersede all prior discussions, agreements, or understandings. No modification shall be binding unless in writing and signed by authorized representatives of both parties
