Terms & Conditions of Consulting Services

1.1 Scope

1.1.1

PrimeTech Consulting Service Co., Ltd. (hereinafter referred to as "PTCS") shall carry out consulting services (hereinafter referred to as “Services") applying for the services in accordance with these Terms & Conditions of Consulting Services (hereinafter referred to as the “Terms & Conditions").

1.1.2

The following terms & conditions shall apply to any work, information or advice relating to Services provided by PTCS and shall be deemed to be, and treated as being incorporated in any contract or part thereof, and other arrangements entered into by PTCS with any applicant in connection with Services.

1.2 General

1.2.1

PTCS shall exercise due care and act in a professional and workmanlike manner when carrying out Services.

1.2.2

PTCS and its directors, employees, agents or sub-contractors (hereinafter referred to as "PTCS Employees, etc.") shall act independently in the performance of the services without being influenced by any other party including, but not limited to, the shipyard, ship owner, operator, charterer, or insurer.

1.2.3

If PTCS deems the preparations or the information required for carrying out Services to be inadequate, or deems that undue risks exist, the provision of Services may be discontinued.

1.3 Confidentiality

1.3.1

Neither the applicant nor PTCS shall disclose to a third party any technical, business, or other information (including personal information and the results of Services provided by PTCS, hereinafter referred to as "Confidential Information") of the other party which may be obtained for operational purposes when providing Services, nor use it for any purpose other than the purpose for which the Confidential Information was provided, not only during the provision of the Services but also after the provision of the Services, without the prior written consent of the other party. However, PTCS may disclose the Confidential Information to PTCS's subcontractors to the extent necessary for the provision of the Services.

1.3.2

Notwithstanding clause 1.3.1, Confidential Information may be disclosed if so required by court order, legal proceedings or if requested by a public organization, such as a national government having valid rights.

1.4 Amendment of Terms & Conditions

PTCS may amend Terms & Conditions when necessary due to amendments to laws and regulations, changes in social conditions, expansion of Services, or other circumstances after notifying applicants in advance of the intended changes, the revised content, and the effective date. The revised Terms & Conditions will also apply to applicants who applied prior to the changes.

2.1 General

2.1.1

Before the provision of Services, the applicant shall submit an application to PTCS using the application form prescribed by PTCS or by other methods deemed appropriate by PTCS (hereinafter referred to as the “Application, etc.”).

2.1.2

PTCS will accept the Application, etc. if it deems the contents of the application to be appropriate.

2.1.3

Applicant shall furnish complete and correct information deemed necessary by PTCS to provide the services being requested.

2.2 Contract

2.2.1

An individual contract shall be concluded when a written order is submitted by the applicant and the applicant receives a response of order acceptance from PTCS. Any ambiguities in the individual contract shall be resolved by the negotiation between the applicant and PTCS.

2.2.2

If PTCS concludes a service contract separately with the applicant after holding discussions on the contents of the Services with the applicant, the provisions set forth in the relevant service contract shall take precedence over the Terms & Conditions.

2.2.3

The Application, etc., and the Terms & Conditions are each deemed to be constituent documents of the contract. In cases where there is a difference or disagreement between the contents of the Terms & Conditions and the Application, etc. , the clauses described in the Application, etc. shall be given priority.

2.3 Assignment

Applicant shall not transfer, succeed to nor pledge as collateral its contractual (including but not limited to the Application, etc. the Terms & Conditions, and individual contracts; the same shall apply hereinafter) status, rights and obligations related to the Services to any third party, without prior written consent of the other party.

2.4 Termination

PTCS may terminate contracts related to the Services with a written notice when any following reasons occur at the applicant's side:

1. Breach of the Application, etc. or of any provision of the Terms & Conditions.
2. Filing for commencement of bankruptcy proceedings, rehabilitation proceedings, special liquidation, or corporate reorganization proceedings, enforcement of attachment or provisional attachment, suspension of payments, suspension of bank transactions, or any other remarkable aggravation of trust.
3. Resolution on mergers with other companies or liquidation.
4. When the relationship of any member, parties or membership in an equivalent organization of anti-social forces is disclosed.

3.1 Delivery of Deliverables

3.1.1

The limit of the delivery is set forth as described in the Application, etc. However, PTCS and the applicant may change the limit of the delivery through mutual consultation.

4.1 Fees

Services charges (hereinafter referred to as "Fees") refer to the price set in the quotation sheet or other documents from PTCS to the applicant.

4.2 Expenses

All business expenses for Services such as travelling and accommodation fees shall be borne by the applicant unless otherwise agreed in writing.

4.3 Payment of Fees and Expenses

4.3.1

The applicant shall pay Fees to the account assigned by PTCS within thirty (30) days from the date of issuance of the invoice, unless otherwise agreed in writing. In addition, all bank and transfer fees shall be borne by the applicant.

4.3.2

If the applicant cancels a request for the services at their own convenience, the Fees and expenses for the portion of the Services already performed shall be payable by the applicant.

4.4 Delay in Payment

Unless otherwise agreed in writing, interest shall be charged at the rate of five (5) % per annum on any outstanding amount(s), regardless of the reason for any delay in payment.

5.1 Exemption from Liability

5.1.1

Neither PTCS nor PTCS Employees, etc. shall be liable for any and all loss, damage or expense (hereinafter referred to as “Damages, etc.”) related to the provision of Services, except in cases of willful misconduct or gross negligence on the part of PTCS. For the avoidance of doubt, in the event that delivery is delayed due to circumstances beyond PTCS’s control, PTCS shall not be deemed to have acted with willful misconduct or gross negligence.

5.1.2

Neither PTCS nor PTCS Employees, etc. warrant the accuracy of any information or advice provided to the applicant.

5.1.3

Any documents related to the services issued as a result of the services carried out by PTCS shall reflect the condition of the relevant ship, structure, equipment, machinery, or other item at the time that the said services are provided. Furthermore, this does not constitute any appraisal, certification or reporting beyond the matters and the scope described in the relevant documents.

5.1.4

Any documents issued or information or advice relating to Services provided by PTCS shall be for the sole use of the applicant or entity to which PTCS duly authorized rights of use, and not for the use of any other third party.

5.1.5

PTCS does not warrant the performance or functionality of any computer hardware, software, electronics information equipment or system provided by PTCS nor shall not be liable for any Damages, etc. arising from the loss of these operations or functionalities.

5.2 Compensation

If it is proven that the applicant has suffered Damages, etc. due to the intentional misconduct or gross negligence of PTCS or PTCS Employees, etc., PTCS will pay compensation for such loss, etc. up to but not exceeding the amount of the Fees charged and collected by PTCS for the particular Services.

5.3 Limitation of Scope of Compensation

Notwithstanding clause 5.2, PTCS shall not be liable to the applicant for any claims relating to loss of profits, special damage, or indirect damage incurred by the applicant.

5.4 Period for Claims for Compensation

Any claims for compensation for Damages, etc. described in clause 5.2 above shall be made in writing to PTCS within six (6) months of the date on which the Services, were finally provided. Failure to submit any such claim for compensation within this period shall be deemed to constitute a waiver to such compensation claim right.

5.5 Force Majeure

PTCS shall not be held liable for any delay or failure in the performance of Services if the performance of Services is prevented or delayed due to the occurrence of any of the following listed events:

1. Natural disasters such as earthquakes, floods, or other acts of nature, or significant risks of disease or infectious outbreaks
2. War, riots, civil commotion, coups, terrorism, or other acts of destruction
3. Changes in laws or regulations, or actions by national or local governments, administrative agencies, or judicial authorities
4. Labor disputes, lockouts, strikes, or other labor-management conflicts
5. Any other events or circumstances beyond the reasonable control of PTCS, which could not have been avoided even with reasonable care