Terms and Conditions for Broking

Effective from August 2017

These Terms cancel and supersede any previous terms and conditions. They apply to all broking dealings between the Client and the Broker and shall apply whenever the Client requests the Broker to provide Services or the Client responds to the Broker in relation to the provision of Services. These Terms create a legally binding agreement between the Client and the Broker. The Client, Broker, Terms and Services are defined below.

Attention is specifically drawn to the provisions of Clause 8 that limit the Broker's liability.

1. Definitions and Interpretation

1.1 In these Terms the following definitions apply:

"Agreement"

Means the contract pursuant to which the Broker agrees to provide Services to the Client in accordance with these Terms, whether such contract is verbal and/or in writing including any contract between the Broker and the Client which is contained in or evidenced by the terms of a separate contract between the Client and a third party.

"Ancillary Services"

Means the ancillary services set out in Clause 2.4.

"Affiliate"

Means a company or other legal entity which directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, another entity; "control" (including the terms "controls", "controlled by" and "under common control with") means the possession, directly or indirectly, of more than 50% of the equity securities or equity interests in such entity or the power to direct or cause the direction of the management and policies of such entity (whether through ownership of securities, partnership interest or other ownership interests, by contract, or otherwise).

"Broker"

Means the company which is a member of the Group which has been requested by the Client to provide Services or to which the Client has responded in relation to the provision of Services; for the avoidance of doubt, Clarkson PLC acts solely as a holding company and does not trade.

"Broking Services"

Means the broking services set out in Clause 2.1.

"Client"

Means the party requesting the Services from the Broker or responding to the Broker in relation to the provision of the Services. Where such party is acting as a Representative, references to the Client shall include the Principal;

"Contract"

Means a contract or contracts, including but not limited to for the sale and purchase (including second-hand, new-building, recycling and demolition) construction, towage, or charter (including voyage, time, bareboat and contracts of affreightment) of a Ship or the sale and purchase of Commodities.

"Commodities"

Means any physical product that can be traded including but not limited to crude oil, oil products, gas, LPG, iron ore, metals and agricultural products.

"Group"

Means Clarkson PLC and its Affiliates.

"Negotiations"

Means exchanges, whether verbal or in writing including via an electronic platform, conducted by or with the Broker in relation to concluding a Contract.

"Parties"

Means together, the Broker and the Client (each, a "Party").

"Post Contract Services"

Means the post Contract services set out in Clause 2.2.

"Principal"

Means the party to a Contract including, as relevant, an owner, operator, seller, buyer, builder or charterer of a Ship or the buyer and/or seller of Commodities and any party guaranteeing the obligations of such a party.

"Representative"

Means a person or company (including but not limited to a ship manager, charterer, shipbroker or other agent) who is not a Principal but is involved in Negotiations or the conclusion of a Contract as an agent on behalf of a Principal.

"Services"

Together, means the Broking Services, Post Contract Services and Ancillary Services.

"Ship"

Means any type of vessel and/or equipment used or intended to be used for any purpose on, in or over water including but not limited to rigs, jack ups, submersibles, and barges.

"Terms"

Means the terms and conditions set out in this document.

1.2 Any reference in these Terms to any:

1.2.1 provisions of a statute shall be construed as referring to the provision as amended, re-enacted or extended from time to time;

1.2.2 document shall be reference to such document as amended, varied, supplemented, modified or novated from time to time;

1.3 Headings in these Terms are for convenience and ease of reference only and shall not affect their interpretation.

1.4 In these Terms, unless the context requires otherwise:

1.4.1 words in the singular shall be deemed to include the plural and vice versa;

1.4.2 references to persons shall include bodies of persons whether corporate or otherwise;

1.4.3 words importing the whole shall be treated as including a reference to any part of the whole;

1.4.4 references to a party includes it successors and permitted assigns;

1.4.5 references to Clauses are references to clauses to or of these Terms.

2. The Supply of Services

2.1 Broking Services: The Broker shall act as a broker in relation to Negotiations and Contracts. The role of the Broker is to introduce Principals and thereafter assist the Principals and/or their Representatives to negotiate and conclude Contracts between Principals.

2.2 Post Contract Services: The Broker may, where so agreed, provide the Client with assistance in relation to communications and operational matters arising from the performance of a Contract.

2.3 Unless otherwise agreed, the Broking Services and the Post Contract Services shall be provided on a Contract by Contract basis.

2.4 Ancillary Services: The Broker may also agree to provide the Client with ancillary services including but not limited to market research, reports, studies and specific analyses.

2.5 The Ancillary Services may be subject to specific provisions (including, without limitation, disclaimers) in addition to these Terms. In the event of, and only to the extent of, a conflict between these Terms and such specific provisions, the latter shall prevail. Otherwise these Terms, including those as to limitation of liability, shall apply.

2.6 The Broker may, at its sole discretion, provide the Services to the Client by or together with another company in the Group. In such circumstances, the Client agrees that (i) such other company in the Group shall have the benefit and protection of these Terms; (ii) the liability of the Broker and such other company in the Group shall be several. Where the Client is a Representative, the Principal for which the Client acts shall have the same rights and be bound by the same obligations as set out in these Terms.

2.7 The Broker is not responsible for the performance or non-performance of any Contract or of any party or Ship subject thereof.

2.8 Unless otherwise agreed in writing, the Services are not provided on an exclusive basis. It is understood that the Broker may act as a broker for both parties in relation to the same or other Negotiations/Contracts/Services.

3. Broker's Obligations

3.1 The Broker shall provide the Services as agents for and on behalf of the Client.

3.2 Broker shall perform the Services with the reasonable skill and care expected of a professional broker and in accordance with the Terms.

3.3 The Broker shall provide the Services in compliance with applicable law.

3.4 The Broker may, while providing the Services, deal with (i) Principals or (ii) Representatives or other intermediaries. In each case, the Broker deals in good faith as to the authority such other party possesses. The Broker does not give any warranty or guarantee or make any representation as to that authority or the validity thereof.

3.5 If at any time the Broker provides information (including but not limited to information regarding corporate structure or financial standing) in respect of any person or any asset in relation to a Contract or otherwise, the Broker does so in good faith but without any warranty or guarantee as to accuracy or otherwise.

4. Client's Obligations

4.1 The Client shall pay or procure the payment of the Broker's Fees to the Broker for the Services as more particularly set out in Clause 5 and 6 herein.

4.2 The Client warrants that it has the full power and authority at all relevant times (i) to accept these Terms (ii) to engage the Broker to provide the Services (iii) to make all offers, counteroffers and representations during Negotiations and (iii) to agree a Contract.

4.3 The Client acknowledges that the Broker shall be entitled to accept, rely upon and act in accordance with the instructions received from the Client (whether verbal, written, or otherwise) in relation to any of the Services without enquiry as to the identity or authority of the person(s) giving or purporting to give such instructions.

4.4 The Client warrants that it has adequate resources to enter into and perform any Contract arising out of or in connection with the Services.

4.5 The Client warrants that it and its employees, servants and agents will deal with the Broker in good faith at all times.

4.6 The Client represents and warrants that it and its employees, servants and agents shall comply at all material times with applicable law.

4.7 The Client warrants that neither the Services requested nor the Contract are unlawful and are not of a nature as could render the provision of the Services in breach of any relevant applicable law, including but not limited to (i) sanctions imposed by the United Nations, European Union, the United States of America or any national government having authority over the Group, a Representative or a Principal (ii) laws relating to money laundering, bribery and corruption. In the event that, at any time after the request for Services has been made by the Client or a Contract has been concluded, the Client or its employees, servants or agents become aware that the provision of the Services or the performance of the Contract may be in breach of any such relevant law, the Client shall inform the Broker thereof promptly.

4.8 The Client shall or procure that its employees, servants and agents shall (i) promptly provide all information, instructions and assistance required by the Broker for the performance of the Services (ii) ensure all information provided to the Broker by or on behalf of the Client is accurate and complete (iii) warrant that the Broker can rely upon the information for the purposes of and in connection with the Services. In the event that there is any change to the information provided to the Broker, the Client shall notify the Broker of that change promptly.

4.9 Where actions need to be taken by a certain time the Client shall ensure that all necessary responses, information and instructions ("Communications") are provided by it to the Broker, within working hours in the location in which the Broker is located, in good and sufficient time to permit the Broker to forward such Communications and/or to take such action as may be required in time to permit such action to take place in the time zone in which the action is required to be taken.

4.10 If the Broker has asked the Client to use specific e-mail addresses then the Client or its employees, servants or agents shall use those e-mail addresses. In the event that the Client or its employees, servants or agents do not receive a prompt acknowledgement of receipt of time sensitive messages or claims documentation from the Broker, the Client or its employees, servants or agents shall contact the Broker to confirm receipt of such messages. The Broker shall have no responsibility for a failure to take action in relation to information or instructions contained in a message or claims documentation unless it is sent to the correct e-mail address and acknowledged by the Broker.

4.11 The Client or its employees, servants or agents shall carefully review all messages sent to or copied to the Client and promptly advise the Broker of any errors or misrepresentations. The Broker is not responsible for the consequences of a failure by the Client or its employees, servants or agents to review messages and documents.

4.12 It is the Client's responsibility to (i) decide whether to enter a Contract with the proposed counterparty and on what terms; (ii) ensure the validity, binding nature or enforceability of a Contract or any relevant security; (iii) seek or obtain security in connection to the Contract.

4.13 Where Services are provided to the Client, the Client is deemed to have engaged the Broker in relation to any Contract that arises in connection with such Services whether or not it is concluded via the Broker.

5. Fees

5.1 The Broker shall be paid a fee for the Services provided in respect of each Contract in the form of a percentage on the freight, hire, purchase price or a fee on the cargo quantity (as more particularly set out below) as the case may be ("Fees").

5.2 The Fees payable for the Services shall be (i) as agreed verbally or in writing whether between the Parties or contained in or evidenced by terms in a separate contract between the Client and a third party; or (ii) in the absence of any such agreement, by reference to a previous course of dealing between the Parties or (iii) in the absence of any such agreement and a previous course of dealing, a reasonable fee in accordance with custom of the trade.

5.3 The Fees are exclusive of all tax and duties, which will, where required, be payable in addition. 

5.4 Unless otherwise expressly agreed in writing, Fees payable on voyage charters are due and payable as a percentage of sums due on (i) freight which shall include all items that comprise the freight rate and (ii) deadfreight, detention monies, deviation costs and demurrage.

5.5 Unless otherwise expressly agreed in writing, Fees payable on time charters are due and payable on the hire payable under the charter or damages for non-payment of hire, if any, and any continuation or extension of the charter.

5.6 Unless otherwise expressly agreed in writing, Fees payable on Ship sale and purchase transactions are due and payable on the gross purchase price or construction cost as the case may be including any extras and any mobilisation, demobilisation and commissioning costs.

5.7 Unless otherwise expressly agreed in writing, Fees on Commodities transactions are payable on the quantity of Commodity delivered or, in the absence of delivery, to be delivered in accordance with the Contract.

5.8 Where Services are provided the Client is deemed to have engaged the Broker in relation to any Contract that arises in connection with those Services whether or not it is concluded via the Broker.

5.9 If a Contract is cancelled, terminated or modified in such manner as would deprive the Broker of its Fees, the Client shall ensure that the Broker is placed in no worse position than if such cancellation, termination or modification had not taken place.

5.10 The Broker shall be paid Fees in respect of any (i) renewal or extension of any Contract and (ii) any optional contract arising out of or in connection with any such Contract (iii) any Contract where the Client or a party to the Contract nominates a person to perform the same in the Client's or such party's stead.

6. Terms of Payment

6.1 Unless otherwise agreed in writing, the Client shall pay each invoice submitted by the Broker within thirty (30) days of each invoice date ("Due Date") without set-off (statutory or otherwise), deduction, counterclaim or discount and notwithstanding the existence of any claim or dispute including but not limited to any disputes in respect of off-hire, demurrage and breach of contract claims between the Client and any other party.

6.2 If the Client's responsibility to pay the Fees is to be discharged by a third party, the Client shall take all necessary steps to ensure the prompt payment of the Broker's Fees and pay the Fees itself in the event of default by the third party.

6.3 Where payment of the Fees is not made on the Due Date and without prejudice to the Broker's rights, the Broker, at its sole discretion, reserves the right to charge interest on the overdue amount at the annual rate of 3% per annum above the base rate from time to time of Barclays Bank plc calculated on actual/360 day basis, compounded monthly and accrued from the Due Date until the date of payment whether before or after judgment (a part of a month being treated as a full month for the purpose of calculating such interest).

6.4 Time for payment shall be of the essence.

7. Market Reports

7.1 Any market reports, commentary, catalogues, circulars or literature (together, the "Market Reports"), published by the Broker or its Group, are provided for general information and convenience only on an "as is" and "as available" basis. Nothing in their supply or content constitutes an offer, solicitation, advice or a recommendation of any kind, including without limitation, with respect to the Contract or for any other purposes whatsoever. The Client acknowledges and agrees that it will not rely on them in making any decision, financial or otherwise, or to conclude any transaction and use of the Market Reports shall be at Client's sole risk.

7.2 The provision of Market Reports may be subject to separate specific provisions (including, without limitation, disclaimers) in addition to these Terms. In the event of, and only to the extent of, a conflict between these Terms and the specific provisions, the latter shall prevail. Otherwise these Terms shall apply.

8. Limitation of Liability

8.1 The Broker and the Client agree that the limits and exclusions of liability found in this Clause 8 are fair and reasonable having regard to the nature of the Services, the Fees paid for such Services by the Client and all other circumstances relating to the Services known to the Client and the Broker at the time of entering into the Agreement.

8.2 Nothing in this Clause 8 limits the Broker's liability for (i) fraud or fraudulent misrepresentation (ii) death or personal injury caused by the negligence of the Broker.

8.3 Neither the Broker nor any of its Group shall be liable for:

8.3.1 Loss of profits, loss of anticipated savings, loss of use, loss of or interruption to business, loss of reputation, loss of goodwill or loss of or errors in or in relation to documents and/or data;

8.3.2 Indirect or consequential loss;

8.3.3 Loss caused by any event or cause that the Broker was unable to avoid and/or the consequences of which could not have been prevented by the exercise of reasonable diligence;

8.3.4 Loss which was not solely caused by the act or omission of the Broker or which would have occurred in any event.

8.4 The total liability of the Broker and its Group arising under or in connection with the Services shall in no circumstances exceed the lower of (i) the amount of Fees in fact paid to the Broker by the Client in respect of the Services in connection with which the claim arises or (ii) sum ofUSD 1,000,000.

8.5 The exclusions and/or limitations set out in this Clause shall apply whether the claim against the Broker and/or any of its Group is brought in contract, tort (including for negligence), breach of statutory duty or for any other cause whatsoever.

8.6 The provisions of this Clause 8 shall remain in force notwithstanding termination of the Agreement.

9. Third Party Services and Limitation of Liability

9.1 In the event that a Client requests the Broker to use the services of a third party in relation to this Agreement ("Third Party Services"), the Broker will contract with such third party as agent for the Client.

9.2 The Broker expressly disclaims all warranties, conditions and other terms with respect to the Third Party Services whether express, implied, statutory or otherwise, including without limitation, accuracy or reliability of results from use of the Third Party Services, that the Third Party Services will meet specific requirements, be uninterrupted, completely secure or free of errors, including, without limitation, software errors.

9.3 The Client acknowledges and agrees that the Third Party Services are provided on an "as is" basis without any warranty of any kind and that the entire risk as to the quality and performance of the Third Party Services shall be borne by the Client.

10. Indemnity

10.1 The Client shall save harmless and keep the Broker and its Group indemnified from and against:

10.1.1 all liability, loss, costs, claims whatsoever (including but not limited to duties, taxes, fines, penalties or charges levied by any authority in relation to the Services) arising out of the Broker and/or its Group acting in accordance with the Client's instructions or arising from any breach by the Client of any warranty or obligation contained in these Terms or from the negligence of the Client; and

10.1.2 any liability assumed or incurred by the Broker and/or its Group when the Broker and/or its Group has become liable to any other party as a result of carrying out the Client's instructions;

10.1.3 all claims, costs and demands whatsoever and by whomsoever made in excess of the liability of the Broker and its Group under these Terms, regardless of whether such claims, costs, and/or demands arise from, or in connection with a breach of contract, negligence or breach of duty of the Broker, its servants, sub-contractors or agents or its Group.

11. Termination

11.1 The Broker shall be entitled to terminate the Agreement with immediate effect and without liability by giving written notice to the Client if:

11.1.1 The Client commits any material breach of any term of the Agreement or, in case of a breach capable of being remedied, if the Client fails to remedy the breach within five (5) days of the receipt of a request in writing from the Broker to do so;

11.1.2 The Client has a change of Control;

11.1.3 The Client summons a meeting of its creditors, makes a proposal for a voluntary arrangement, becomes subject to a voluntary arrangement, is unable to pay its debts when they become due, has a receiver, manager or administrative receiver or a provisional liquidator or administrator appointed over any of its assets, or is the subject of an application for administration filed at any court or a notice of intention to appoint an administrator or has passed a resolution for winding up, or is subject to any notice or application in respect of an administrator or is subject to or undergoes any analogous act, process or proceedings under any applicable law; or

11.1.4 The Broker in its absolute discretion believes that the provision of the Services or the performance of the Contract, as the case may be, may breach any law.

11.2 Without prejudice to any other rights, if the Agreement is terminated or cancelled, other than due to any breach by the Broker, the Client shall pay the Broker all Fees earned and recoverable costs incurred in respect of the Services performed up to the date of the termination or cancellation (as applicable) of the Services together with any reasonable costs and/or expenses incurred by the Broker as a result of the termination or cancellation (as applicable).Thereafter the Client shall remain liable to pay to the Broker any Fees which become due and payable after the date of termination of the Services in respect of any Contracts which were concluded on or before the date of termination and/or which arise after the date of termination of the Services following performance of the Services prior to the date of termination of the Services.

12. Confidentiality

12.1 Where a Party is given information (the "Receiving Party") stated by the other Party (the "Disclosing Party") to be of a confidential basis or where it is expressly agreed that a Contract is confidential (in either case "Confidential Information") the Receiving Party shall hold that Confidential Information in confidence and shall not disclose it to any other party without prior permission from the Disclosing Party. This obligation shall not however extend to information which (i) was already or becomes known to the Receiving Party through other sources not subject to such an obligation of confidentiality (ii) is or becomes known to the market generally other than as a result of a breach of this obligation or (iii) which the Receiving Party is obliged to disclose pursuant to an order of a court or other such authority.

12.2 In all cases such obligation of confidentiality shall be deemed to end one (1) year after the end of performance of the Contract in question or in the absence of a concluded Contract one year from the end of the Negotiations.

12.3 If the Parties have entered into a non-disclosure agreement ("NDA") regarding the disclosure of Confidential Information, the terms and conditions of the NDA shall apply regarding such disclosure to the exclusion of this Clause.

12.4 By accepting the Services, the Client confirms that it is aware of and consents to the use by the Broker or any of its Group of any personal data within the meaning of the Data Protection Act 1998 and that the Broker or any of its Group may create and maintain computer and paper records, collect, hold, control, use and transmit personally identifiable information obtained from the Client.

12.5 The Broker may record telephone conversations to resolve complaints and disputes, and improve its service standards.

13. Intellectual Property Rights

13.1 All Intellectual Property Rights in or arising out of the Services belong to the Broker and/or members of its Group and/or its third party licensors. For the purpose of this Agreement, Intellectual Property Rights means (i) any copyright, design rights, patents, inventions, logos, business names, service marks and trademarks, internet domain names, moral rights, rights in databases, data, source codes, reports, drawings, specifications, know how, business methods, trade secrets, circuit topography rights, whether registered or unregistered, rights in the nature of unfair competition, confidentiality and the right to sue for passing off; (ii) applications for registration, and the right to apply for registration or renewal, for any of these rights; and (iii) all other intellectual property rights and equivalent or similar forms of protection existing anywhere in the world, whether now known or subsequently created.

14. Force Majeure

14.1 Neither Party shall be liable for any failure to perform or delay in performance of its obligations hereunder if and in so far as and for so long as such performance is delayed or prevented by the other's acts or omissions, or by circumstances beyond its reasonable control including but not limited to strikes, lockouts, labour disputes of any kind (whether relating to its own employees or others), fire, flood, explosion, natural catastrophe, military operations, blockade, sabotage, revolution, riot, civil commotion, war or civil war whether declared or not, terrorism, adverse weather or prolonged power failure or similar event (each, a "Event of Force Majeure").

14.2 Notwithstanding the above, an Event of Force Majeure shall not, under any circumstances, excuse a payment obligation.

14.3 In the event that the circumstances constituting Force Majeure continue for an uninterrupted period of ninety (90) days, either party may terminate the Agreement immediately by giving written notice to the other party.

15. Miscellaneous

15.1 If any term of the Agreement including but not limited to any Clause of these Terms is held by any competent authority to be invalid, illegal or unenforceable, in whole or in part, the validity, legality and enforceability of the other clauses in this Agreement and Terms shall not be affected.

15.2 The Broker shall provide the Services to the Client as an independent contractor and not as the Client's employee. Nothing in these Conditions shall constitute, or be deemed to constitute, a partnership or joint venture between the Parties for any purpose.

15.3 The rights and remedies of the Broker under the Agreement shall not be diminished, waived, or extinguished by the granting of any indulgence, forbearance or extension of time by the Broker in asserting any such rights or remedies.

15.4 A person, company or other legal entity that is not a party to the Agreement shall neither have nor acquire, whether by virtue of the Contracts (Rights of Third Parties) Act 1999 or otherwise, any rights in relation to the Agreement.

15.5 The parties hereto may rescind or vary the Agreement, whether in whole or in part, without the consent of any third party.

15.6 The Client agrees to be bound by these Terms to the exclusion of all warranties, conditions and other terms, whether express or implied, statutory or otherwise. The Broker and its Group shall be entitled to the benefit of such implied terms as might ordinarily be held to apply to the Agreement for the protection of the Broker.

15.7 Each Party hereto warrants that it has entered into the Agreement in a commercial capacity and that with respect to the Agreement it is in all respects subject to civil and commercial law. Each Party hereby irrevocably and unconditionally and to the fullest extent permitted by law waives any rights of sovereign immunity which it may have now or which it may subsequently acquire in respect of its position or any property and/or assets (present or subsequently acquired and wherever located) belonging to it. 

15.8 The Broker has a general lien on all documents in its possession or control for all sums due from the Client to the Broker whether arising out of the Contract, this Agreement or otherwise.

15.9 Nothing in these Terms shall prevent the Broker from enforcing a clause conferring a benefit on them as a third party in the terms of a contract between the Client and a third party.

16. Time bar

16.1 Any claim against the Broker and/or any Group company and their employees, servants and agents must be made in writing and notified to the Broker within fourteen (14) days of the date on which the Client became aware or ought to have become aware of the circumstances giving rise to the claim and any claim not so notified shall be deemed waived and absolutely time barred.

16.2 The Broker and/or any Group company and their employees, servants and agents shall in any event be discharged of all liability arising out of or in connection with the provision of the Services unless proceedings are commenced and served on the Broker in accordance with the Terms within one (1) year of the end of performance of the Contract or in the absence of a concluded Contract one year from the end of the Negotiations. Any proceedings not so commenced and served shall be waived and absolutely time barred.

17. Jurisdiction and Law

17.1 The construction, validity and performance of this Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with English law to the exclusion of any other law.

17.2 Any dispute arising out of or in connection with this Agreement shall be referred to arbitration in London in accordance with the Arbitration Act 1996. The arbitration shall be conducted in accordance with the London Maritime Arbitrators Association (LMAA) Terms current at the time when the arbitration is commenced.

17.3 Save as after mentioned, the reference shall be to three arbitrators who shall be or shall have been English barristers and who are members of the LMAA, one to be appointed by each Party and the third by the two so appointed. A Party wishing to refer a dispute to arbitration shall appoint its arbitrator and send notice of such appointment to the other Party requiring the other party to appoint its arbitrator within fourteen (14) days of that notice and stating that it shall appoint its arbitrator as sole arbitrator unless the other Party appoints its own arbitrator and give notice that it has done so within the fourteen (14) days specified. If the other Party does not appoint its own arbitrator and give notice that it has done so within the fourteen (14) days specified, the Party referring the dispute to arbitration may, without the requirement of any further prior notice to the other Party, appoint its arbitrator as sole arbitrator and shall advise the other Party accordingly. The award of a sole arbitrator shall be as binding as if he had been appointed by agreement.

17.4 In cases where neither the claim nor any counterclaim exceeds the sum of USD150,000 (or such other sum as the parties may agree), any dispute arising out of or in connection with the Agreement shall be referred to arbitration in London in accordance with the Arbitration Act 1996 and the LMAA Small Claims Procedure current at the time when the arbitration proceedings are commenced.

17.5 In the event that the Client is a Representative, it is agreed that the Representative and any Principal on behalf of which the Representative is acting shall, together, constitute the Client for the purposes of the appointment procedure.