Terms and Conditions Subcontractor

1.Definitions

1.1  In these Terms and Conditions, the term ‘the Company’ refers to JPN Salarium Ltd, including its employees, agents, representatives. The term ‘the Subcontractor’ refers to any individual or legal entity contracted by the Company to perform specific services or deliverables on its behalf.
1.2 “Services” means all work provided by the Subcontractor as described in , SUBCONTRACTOR AGREEMENT including updates through any Change Order.
1.3 “Deliverables” means documents, reports, software, materials, or other outputs produced as part of the Services.
1.4 “Change Order” means any written modification to the scope, timeline, or fees agreed by both Parties.
1.5 “Background IP” means any intellectual property owned or controlled by a Party prior to the Effective Date, or developed outside this Agreement.
1.6 “Confidential Information” means all non-public information disclosed by a Party, including technical, commercial, client, pricing, or personal data.
1.7 References to law include EU law and national law as amended. Headings are for convenience only and do not affect interpretation.

2. Scope of Services

2.1 The Subcontractor shall provide the Services with due skill, care, and diligence, in accordance with recognized industry standards.
2.2 The Subcontractor shall deliver key tasks, milestones, and Deliverables as set out in the SUBCONTRACTOR AGREEMENT and any approved Change Orders.

3. Term and Termination

3.1 An SUBCONTRACTOR AGREEMENT shall continue until completion of the Services.
3.2 Either Party may terminate an Agreement for convenience by giving 30 days’ written notice.
3.3 Either Party may terminate immediately for cause if the other Party materially breaches this Agreement and fails to remedy such breach within 2 days, or becomes insolvent.
3.4 Upon termination, the Subcontractor shall promptly deliver all work in progress and provide reasonable transition support.
3.5 The Subcontractor shall ensure full compliance with all maritime safety and working time provisions under EU Directive 2014/112/EU.

4. Status and Personnel

4.1 The Subcontractor acts as an independent contractor. Nothing in an SUBCONTRACTOR AGREEMENT shall be construed as creating employment, partnership, or agency.
4.2 The Subcontractor shall be competent with appropriate qualifications. Replacement of key personnel requires the prior written consent of the Company, not to be unreasonably withheld.
4.3 The Subcontractor shall not subcontract any Services without the prior written consent of the Company.
4.4 The Subcontractors works subjects to maritime or inland barging regulations must hold valid medical and competency certificates.
4.5 The Subcontractor shall provide proof of compliance upon request.

5. Service Levels, Reporting, and Acceptance

5.1 The Subcontractor shall meet the service levels set out in an SUBCONTRACTOR AGREEMENT.
5.2 The Subcontractor shall provide progress reports.
5.3 Deliverables will be accepted when they meet the acceptance criteria
5.4 If Deliverables are rejected, the Subcontractor shall correct and resubmit them within a reasonable time at no additional cost.

6. Change Control

6.1 Either Party may request changes to the Services.
6.2 All changes must be documented in a Change Order specifying scope, fees, and timelines.
6.3 No change is effective until signed by both Parties.

7. Fees, Expenses, and Payment

7.1 The Company shall pay the fees set out in the SUBCONTRACTOR AGREEMENT and/or APPENDIX I, exclusive of VAT unless stated otherwise.
7.2 Invoices shall be issued upon achievement of milestones as set out in Appendix I and shall include purchase order numbers where applicable.
7.3 Pre-approved travel and out-of-pocket expenses are reimbursable at cost with receipts.
7.4 Undisputed amounts not paid within 7 days shall accrue interest at 2% per month or the maximum permitted by law.
7.5 The Company may set off amounts due from the Subcontractor against sums payable to the Subcontractor where permitted by law.
7.6 Payment is contingent upon proper documentation and compliance with invoicing requirements.
7.7 In case of delayed or non-payment by the Company’s clients for whom the Subcontractor has performed Services, the Subcontractor shall cooperate in recovery efforts but remains entitled to full payment for work accepted by the Company.

8. Compliance and Conduct

8.1 The Subcontractor shall comply with all applicable laws, including GDPR, anti-bribery, competition, trade sanctions, export control, health and safety, and maritime or transport regulations.
8.2 The Subcontractor shall avoid conflicts of interest and adhere to the Company’s code of conduct if provided.
8.3 The Subcontractor shall maintain accurate records for at least five years and allow audits upon reasonable notice.
8.4 The Subcontractor shall implement a drugs and alcohol policy consistent with maritime safety standards and ensure all staff are fit for duty.

9. Insurance

9.1 The Subcontractor shall maintain, at its own expense:

• professional indemnity insurance
• public liability insurance
• employer’s liability where staff are employed;
• cyber liability where processing personal data.                                                                

9.2 Certificates of insurance shall be provided upon request and remain valid throughout the term of this Agreement and for at least 12 months thereafter.

10. Confidentiality

10.1 Each Party shall keep the other Party’s Confidential Information secret and use it only for the purpose of performing this Agreement.
10.2 Confidentiality obligations do not apply to information which is public, already known without duty of confidence, or required by law to be disclosed.
10.3 Upon request or termination, the Subcontractor shall return or securely destroy all Confidential Information.

11. Data Protection

11.1 The Parties shall identify whether the Subcontractor acts as an independent controller or processor.
11.2 Where acting as a processor, the Data Processing Addendum applies.
11.3 The Subcontractor shall implement appropriate technical and organizational measures to protect personal data.
11.4 Any personal data breach affecting the Services must be reported to the Company within 24 hours.
11.5 Personal data shall not be transferred outside the EEA without lawful transfer mechanisms and prior written consent.

12. Intellectual Property

12.1 Subject to full payment, all rights in Deliverables created specifically for the Company shall vest in the Company.
12.2 The Subcontractor assigns such rights with full title guarantee and waives moral rights to the extent permitted by law.
12.3 Each Party retains ownership of its Background IP, but the Company is granted a perpetual, worldwide, royalty-free license to use any Subcontractor Background IP embedded in the Deliverables.
12.4 Third-party materials may only be included with written approval and appropriate licenses at the Subcontractor’s cost.

13. Warranties

13.1 The Subcontractor warrants that Services will be performed with reasonable skill and care and in accordance with good industry practice.
13.2 Deliverables shall be free from material defects for 90 days from acceptance.
13.3 Deliverables shall not infringe third-party rights.
13.4 Except as expressly stated, all other warranties are excluded to the fullest extent permitted by law.

14. Non-Compete and Non-Solicitation

14.1 During the term and for six months after termination, the Subcontractor shall not compete with the Company in relation to Services for key clients or active prospects where the Subcontractor had material involvement.
14.2 During the term and for twelve months after termination, the Subcontractor shall not solicit employment or engagement of the Company’s employees or contractors with whom the Subcontractor had material dealings.

15. Liability and Indemnity

15.1 The Subcontractor shall indemnify the Company against losses arising from third-party claims due to breach of this Agreement, negligence, or IP infringement.
15.2 Neither Party excludes liability for death or personal injury caused by negligence, fraud, or breach of confidentiality or data protection obligations.

15.3 Subject to the above, each Party’s aggregate liability is limited to total fees paid or payable in the 12 months preceding the claim.
15.4 Neither Party is liable for indirect or consequential loss, except for IP infringement.
15.5 In case of subcontractor default, the Company may withhold payments and engage alternative providers at the Subcontractor’s expense.
15.6 The company shall not be liable for:

• Onboard accidents or incidents outside its administrative control.
• Delays or non-performance due to force majeure (e.g. war, pandemic, natural disaster)

15.7 The company is liable, if proven, shall be limited to the total value of the contract in question.
15.8 Tax, Social Security and Status The Subcontractor acts as an independent contractor and is solely responsible for all taxes, social security contributions, insurances, and any related claims or liabilities arising from the performance of the Services in any jurisdiction, including where Services are performed on board vessels operating under different flags. The Subcontractor shall indemnify and hold harmless the Company against any reclassification, tax, social security assessment, penalty, interest or related cost imposed by any authority in connection with the Services or the Subcontractor’s status.

16. Force Majeure

16.1 Neither Party shall be liable for delays or failures caused by events beyond reasonable control, including natural disasters, war, strikes, government action, or major utility/network outages.
16.2 The affected Party shall notify the other Party and use reasonable efforts to mitigate the impact.

17. Publicity

17.1 The Subcontractor shall not issue public statements or use the Company’s name or logo without prior written consent, except as required by law.

18. Assignment

18.1 The Subcontractor shall not assign or transfer any rights or obligations without prior written consent.
18.2 The Company may assign the Agreement to an affiliate or successor upon written notice.

19. Notices

19.1 Notices must be in writing and delivered by hand, courier, or email to the latest notified addresses.
19.2 Notices by email are effective when sent unless a delivery failure notice is received.

20. Governing Law and Dispute Resolution

20.1 An Agreement, including all appendices and this Terms and Conditions, shall be governed by and construed in accordance with the laws of the Republic of Cyprus.
20.2 Disputes shall be subject to the exclusive jurisdiction of the courts of Cyprus.

21. Entire Agreement and Variations

21.1 An Contractor Agreement, including the following Annexes and Appendix
Annex I: Terms and conditions subcontractor, Annex II: Alcohol, Drugs, Misconduct and Property Damage Policy, Appendix I: Payment & Expense Confirmation to the Subcontractor and this Terms and Conditions, constitutes the entire agreement between the Parties.
21.2 Any variation must be in writing and signed by both Parties.
21.3 If any provision is invalid, the remaining provisions remain in force.

22. Contract Clause

22.1 Details of the contract are confidential and not subject to disclosure.