Terms of Service

Crew Arc - Terms of Service

Last Updated: Aug 2025

1. Introduction & Definitions
1.1. These Terms of Service ("Terms") govern the provision of consulting services by Whitewater Recruitment Ltd, a company registered in England and Wales (Company No. 16501789), trading as Crew Arc ("The Company", "We", "Us").
1.2. "The Client" ("You") refers to the individual, company, or entity engaging our services.
1.3. "Services" refers to the 'Crew Culture Assessment' and any related consulting services as described in the Service Agreement.
1.4. "Service Agreement" refers to the formal proposal document provided to The Client, which outlines the specific scope, duration, fees, and deliverables for the engagement.
1.5. "Report" refers to the confidential document containing our findings and recommendations, delivered to The Client upon completion of the Services.

2. The Agreement
2.1. These Terms, together with the Service Agreement, form the entire contract between The Company and The Client.
2.2. In the event of any conflict between these Terms and the Service Agreement, the terms of the Service Agreement shall prevail.
2.3. The engagement of our Services constitutes acceptance of these Terms.

3. Provision of Services
3.1. We will perform the Services with reasonable skill, care, and diligence, in accordance with best industry practices.
3.2. Our consultants will operate with the utmost discretion and professionalism while on board any vessel or premises of The Client.
3.3. The Client agrees to provide our consultants with the necessary access, information, and cooperation required to perform the Services effectively.

4. Fees, Expenses, and Payment
4.1. Fees for the Services will be as specified in the Service Agreement. All fees are quoted exclusive of VAT, which will be added where applicable.
4.2. Pre-approved reasonable expenses, including travel, accommodation, and subsistence, incurred by our consultants in the provision of the Services will be invoiced to The Client at cost.
4.3. Payment terms are 30 days from the date of the invoice unless otherwise specified in the Service Agreement.
4.4. We reserve the right to charge interest on any overdue amounts at a rate of 4% per annum above the Bank of England's base rate.

5. Confidentiality
5.1. Both parties agree to treat all information relating to the other's business, finances, operations, and any information concerning the vessel, its owner, or its crew as strictly confidential.
5.2. We will not disclose our Report or any findings to any third party without the express written consent of The Client.
5.3. The Client agrees to keep the contents of the Report, our methodologies, and the identity of our consultants confidential and shall not distribute it beyond the agreed-upon management team.
5.4. This clause shall survive the termination of this agreement.

6. Intellectual Property
6.1. All intellectual property rights, including copyright, in the Report and any materials created by us during the provision of the Services shall remain the sole property of Whitewater Recruitment Ltd.
6.2. We grant The Client a perpetual, non-exclusive, non-transferable license to use the Report for its own internal business purposes only.

7. Limitation of Liability
7.1. Our Services are observational and advisory in nature. The implementation of any recommendations contained within the Report is the sole responsibility of The Client.
7.2. We shall not be liable for any indirect, consequential, or special losses, or for any loss of profit, revenue, or business opportunity.
7.3. Our total liability to The Client in respect of all losses arising under or in connection with this agreement, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall not exceed the total fees paid by The Client for the Services under the relevant Service Agreement.

8. Termination
8.1. Either party may terminate this agreement with 30 days' written notice.
8.2. Either party may terminate the agreement immediately by written notice if the other party commits a material breach of these Terms.
8.3. Upon termination, The Client shall be liable to pay for all Services rendered and expenses incurred up to the date of termination.

9. Force Majeure
9.1. Neither party shall be in breach of this agreement nor liable for delay in performing its obligations if such delay results from events, circumstances, or causes beyond its reasonable control.

10. Governing Law & Jurisdiction
10.1. This agreement and any dispute or claim arising out of it shall be governed by and construed in accordance with the law of England and Wales.
10.2. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim.