1. GENERAL
(a) Unless otherwise agreed in writing, and except where required by (i) regulations applicable to services performed on behalf of governmental or public authorities, or (ii) mandatory local law, all offers, services, and contractual relationships between ComplyShip (including its affiliated entities and authorized representatives) (“ComplyShip”) and the client (“Client”) shall be governed by these General Terms & Conditions (“Terms”).
(b) ComplyShip provides services and digital tools to individuals, private organizations, public bodies, or governmental authorities issuing instructions (“Client”).
(c) Unless ComplyShip receives explicit written instructions from the Client designating otherwise, no party other than the Client is entitled to give directions regarding the scope of services or the delivery of reports, certificates, or digital outputs (“Reports”).
The Client authorizes ComplyShip to deliver such Reports to third parties when instructed or when implicitly required by established commercial practice.
2. PROVISION OF SERVICES
(a) ComplyShip will perform services with reasonable care, skill, and in accordance with the Client’s confirmed written instructions or, if none exist:
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ComplyShip’s standard specifications or service descriptions;
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Relevant industry guidelines, customs, or practices; and/or
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Any method ComplyShip considers suitable from a technical, operational, or financial perspective.
(b) Information contained in Reports is based on data, samples, measurements, digital input, or inspection results provided by the Client and assessed using applicable standards and ComplyShip’s professional judgment.
(c) When Reports are based on samples, the findings apply exclusively to those samples and not to the full batch or system from which they were taken.
(d) If the Client requests ComplyShip to witness any third-party work, ComplyShip’s responsibility is limited to observing the activity and reporting its occurrence or the results provided. ComplyShip is not responsible for third-party equipment conditions, personnel qualifications, methodologies, or outcomes.
(e) Reports reflect facts recorded by ComplyShip at the time of intervention, within the limits of the provided instructions or—in their absence—within reasonable alternative parameters as described above. ComplyShip is not obliged to report on matters outside the agreed scope.
(f) ComplyShip may delegate any part of the work to qualified agents or subcontractors. The Client authorizes ComplyShip to share the information necessary to perform such tasks.
(g) Documents supplied by the Client that relate to third-party engagements (including contracts of sale, letters of credit, or bills of lading) are considered informational only and do not alter ComplyShip’s obligations or scope of service.
(h) By providing services, ComplyShip does not assume or replace the legal responsibilities of the Client or any third party.
(i) Physical samples (if applicable) will be retained for up to three (3) months unless their nature requires shorter storage. After that period, samples may be returned or disposed of at ComplyShip’s discretion. Extended storage, special disposal, or return transport shall incur additional charges.
3. CLIENT OBLIGATIONS
The Client shall:
(a) Provide complete and accurate information, documentation, and instructions in a timely manner (not less than 48 hours before the requested service).
(b) Grant ComplyShip personnel the necessary access to sites, systems, vessels, or equipment to perform services without interruption.
(c) Provide special tools, equipment, or personnel where required.
(d) Ensure safe and compliant working conditions and shall not rely solely on ComplyShip for safety guidance.
(e) Inform ComplyShip of any known hazards, including radiation, toxicity, explosive materials, environmental risks, or other dangers related to samples or operations.
(f) Fulfil all obligations under any related commercial or contractual arrangements with third parties.
4. FEES & PAYMENT
(a) If fees are not agreed upon in advance, ComplyShip’s standard rate card applies. All applicable taxes are the Client’s responsibility.
(b) Invoices must be paid no later than 30 days from the invoice date unless otherwise specified (“Due Date”). Late payments accrue interest at 1.5% per month or the rate stated on the invoice.
(c) The Client may not withhold or offset payments due to disputes or counterclaims.
(d) ComplyShip may pursue unpaid invoices in any competent court.
(e) The Client shall bear all collection costs, including legal and administrative expenses.
(f) Unforeseen work, complications, or extra time resulting from factors outside ComplyShip’s control may incur additional fees. ComplyShip will inform the Client where practicable.
(g) If ComplyShip cannot perform services due to factors outside its control, including the Client’s failure to meet responsibilities, the Client shall still pay:
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All non-refundable expenses; and
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A proportional fee for the work performed.
5. SUSPENSION & TERMINATION
ComplyShip may suspend or terminate services immediately if:
(a) The Client breaches any obligation under these Terms and fails to remedy the issue within ten (10) days of notice; or
(b) The Client enters bankruptcy, insolvency, receivership, or ceases business operations.
6. LIABILITY & INDEMNIFICATION
(a) Limitation of Liability
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ComplyShip is not an insurer or guarantor. Clients requiring insurance should obtain it independently.
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Reports are prepared based on Client-submitted information. ComplyShip is not liable for actions taken by the Client or third parties based on these Reports, nor for inaccuracies due to unclear, incomplete, or misleading Client data.
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ComplyShip is not liable for delays or failures caused by events outside its control, including the Client’s non-compliance.
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ComplyShip’s total liability for any claim shall not exceed the lesser of:
ten (10) times the fee paid for the specific service; orUSD 10,000 (or local equivalent).
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ComplyShip shall not be liable for indirect or consequential losses, including lost profits, business interruption, goodwill, opportunity loss, or third-party claims.
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Claims must be submitted in writing within 30 days of discovery. All claims expire unless formal legal proceedings begin within one (1) year of the service date, or the date the service should have been completed.
(b) Indemnification
The Client shall indemnify and hold harmless ComplyShip and its personnel from all third-party claims, damages, or expenses arising from the performance or non-performance of services.
7. MISCELLANEOUS
(a) If any provision is deemed invalid or unenforceable, the remaining terms remain in full effect.
(b) For one year following the service period, the Client shall not solicit or hire ComplyShip employees directly or indirectly.
(c) Use of ComplyShip’s name, trademarks, or branding requires prior written consent.
8. GOVERNING LAW & DISPUTE RESOLUTION
Unless otherwise agreed, all disputes arising from these Terms or the contractual relationship shall be governed by the laws of Greece (excluding conflict-of-law rules) and resolved by arbitration under the ICC Rules.
Arbitration shall take place in Athens, Greece , and be conducted in English.
9. CONFIDENTIALITY
“Confidential Information” includes all non-public information disclosed by either party, whether written or oral, excluding information that:
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becomes publicly available through no breach;
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was lawfully known to the receiving party before disclosure;
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is provided by a third party with the right to disclose it.