Terms of Service

CARGOWARD® Maritime Limited (trading as)
CARGOWARD SERVIÇOS MARÍTIMOS LTDA (legal entity)

Effective Date: 23 December 2025
Last Updated: 23 December 2025

1. COMPANY IDENTIFICATION

Legal Entity: CARGOWARD SERVIÇOS MARÍTIMOS LTDA
CNPJ/Tax ID: 74.672.049/0001-27
Date of Incorporation (Data da Abertura): 27/04/1994
Trading as / Branding Name: CARGOWARD® Maritime Limited (“CARGOWARD”, “Company”, “we”, “us”, “our”)
Registered Address: Avenida Senador Feijó 686, Conj 625, Sala 03, Vila Mathias, Santos/SP, 11015-504, Brazil
Email: contact@cargoward.com

2. STRUCTURE OF THESE TERMS

These Terms are divided into two parts:

• Part A — Website Terms of Use (Sections 3–9)

• Part B — General Terms and Conditions for Services (Sections 10–46)

If you request, nominate, authorize, or benefit from any Services, Part B applies regardless of whether you accessed the website.

PART A — WEBSITE TERMS OF USE

3. ACCEPTANCE AND UPDATES

3.1. By accessing or using our website, you agree to these Terms. If you do not agree, do not use the website.

3.2. We may update these Terms at any time. Continued use after updates constitutes acceptance. The “Last Updated” date controls.

4. INFORMATIONAL PURPOSE; NO RELIANCE

4.1. Website content is provided for general informational purposes only and does not constitute legal, technical, financial, engineering, environmental, or operational advice.

4.2. You agree not to rely on the website as a substitute for a written quotation, scope, method statement, or operation-specific confirmation issued by CARGOWARD.

5. INTELLECTUAL PROPERTY

5.1. All content (text, graphics, designs, layouts, photos, videos, templates, documents, reports format, and brand assets) is owned by or licensed to CARGOWARD and protected by applicable IP laws.

5.2. You may view and print content solely for internal, non-commercial evaluation. You may not reproduce, publish, distribute, modify, create derivative works, reverse engineer, or use any content for commercial purposes without prior written consent.

6. TRADEMARKS

6.1. “CARGOWARD®” and all related marks are trademarks of CARGOWARD. Unauthorized use is prohibited.

7. USER CONDUCT

7.1. You must not misuse the website, attempt unauthorized access, scrape content at scale, introduce malicious code, or interfere with site security, availability, or integrity.

8. LINKS TO THIRD PARTIES

8.1. Our website may include links to third-party sites. We do not control them and are not responsible for their content, availability, or policies.

9. WEBSITE DISCLAIMER; LIMITATION

9.1. The website is provided “as is” and “as available” without warranties of any kind.

9.2. To the maximum extent permitted by law, CARGOWARD disclaims liability for any loss arising from use of (or inability to use) the website, including data loss, business interruption, or indirect/consequential damages.

PART B — GENERAL TERMS AND CONDITIONS FOR SERVICES

10. DEFINITIONS

For Part B, the following definitions apply:

10.1. “Client” means any person or entity requesting, nominating, ordering, approving, authorizing, instructing, or benefiting from Services, including owners, operators, shipmanagers, charterers, brokers, agents, terminals, cargo interests, surveyors, and intermediaries.

10.2. “Client Group” means the Client and all affiliates, related entities, principals (disclosed or undisclosed), beneficial owners, managers, charterers, and any party for whose benefit Services are requested.

10.3. “Vessel” includes the vessel, barge, rig, platform, or structure, and all persons responsible for it at the time, including owners/operators/managers, Master, crew, and on-board contractors.

10.4. “Services” includes all work performed or arranged by CARGOWARD, including but not limited to:
(a) Port Agency & Clearance / Port Call Coordination;
(b) Cargo Hold Cleaning / Hold Preparation / Hold Coating Support;
(c) Tank Cleaning, Gas Free support, Sludge Handling support;
(d) Underwater Services (inspection/cleaning/polishing where authorized);
(e) Ship repair / marine engineering support (selected scopes);
(f) attendance, standby, boarding attempts, mobilization/demobilization;
(g) supply of materials, chemicals, equipment;
(h) reports, certificates, photos/videos, and any documentation.

10.5. “Deliverables” means any report, certificate, checklist, attendance record, photographic/video evidence, close-out pack, or statement issued by CARGOWARD.

10.6. “Third-Party Authorities” includes port/terminal authorities, Customs, immigration, police, sanitary/health authorities, environmental authorities, maritime authorities, classification societies, P&I clubs, surveyors, shippers/receivers, and any entity that controls approvals/access.

10.7. “Operation Location” means any port, terminal, anchorage, offshore area, yard, warehouse, or site where Services are performed or intended to be performed.

10.8. “Workpack” means any scope definition, method statement, risk assessment, planning sheet, acceptance criteria, or execution sequence used for a specific Service.

11. FORMATION; AUTHORITY TO BIND; ELECTRONIC ACCEPTANCE

11.1. These Terms apply automatically to every Service request and form the contractual baseline between CARGOWARD and the Client.

11.2. The Client represents that any person issuing instructions, confirming work, or authorizing access/payment has authority to bind the Client and the Client Group.

11.3. Requests and acceptances may be made electronically (email, messaging apps, digital platforms). Electronic confirmation is binding.

11.4. Mobilization constitutes performance. Allocation of personnel/equipment/materials, dispatch, travel, site attendance, or boarding attempts confirm contract formation.

12. ORDER OF PRECEDENCE; EXCLUSION OF CLIENT TERMS

12.1. The following order of precedence applies:
(1) these Terms;
(2) a written quotation/proposal issued by CARGOWARD;
(3) an invoice issued by CARGOWARD;
(4) operation-specific written instructions solely for logistics.

12.2. Any Client purchase terms, vendor policies, charterparty clauses, agency boilerplates, or other terms are rejected unless CARGOWARD agrees in writing signed by an authorized officer.

13. SCOPE BASIS; RELIANCE ON CLIENT INFORMATION

13.1. Quotations and methods rely on Client/Vessel information (cargo history, residues, access, timing, port restrictions, permits, tank conditions). If information is incomplete or inaccurate, scope/time/cost may change.

13.2. The Client is responsible for verifying cargo history and contamination risk factors and providing all relevant constraints before mobilization.

14. VARIATIONS; CHANGE ORDERS; ADDITIONAL WORK

14.1. Conditions onboard and in ports are variable. If actual conditions differ from assumptions (residue levels, access, safety constraints, weather windows, authority restrictions), CARGOWARD may revise: manpower, equipment, chemicals, time, method, and price.

14.2. Additional work requested by Client/Vessel/terminal/surveyor/authority (including re-cleaning, expanded areas, extra tanks/holds, overtime, extended standby) is chargeable.

14.3. CARGOWARD may proceed with variations where required to protect safety, compliance, or operational continuity. Client remains liable for resulting charges.

15. OPERATIONAL ACCESS; THIRD-PARTY CONTROL; NO LIABILITY FOR DENIAL

15.1. Services are subject to access approvals by Third-Party Authorities and vessel/terminal control.

15.2. If access is denied, delayed, restricted, or suspended by Third-Party Authorities, terminal rules, vessel readiness, weather, sea state, or schedule changes, this is treated as operational constraint outside CARGOWARD’s control.

15.3. The Client remains responsible for all costs incurred, including mobilization, standby, rescheduling, and committed resources.

16. CLIENT OBLIGATIONS

The Client/Vessel shall, at its cost and risk:

16.1. Provide safe access, lighting, ventilation capability, and worksite readiness.
16.2. Provide permits and authorizations (terminal access, boarding lists, IDs, badges, vehicle access, letters, local approvals).
16.3. Provide a competent shipboard counterpart for coordination and safety interface.
16.4. Ensure the Vessel complies with applicable safety management and port/terminal requirements during the operation.
16.5. Ensure timely instructions and accurate operational data.

17. HEALTH, SAFETY, AND RIGHT TO STOP WORK

17.1. Safety controls are non-negotiable. CARGOWARD may stop, suspend, modify, or refuse work when, in its reasonable judgement, conditions are unsafe or non-compliant.

17.2. Stop-work may occur due to: confined space hazards, inadequate ventilation, unsafe access, lack of isolation, insufficient gas testing regime, hot work risks, electrical hazards, lifting hazards, PPE deficiencies, weather constraints, or authority orders.

17.3. Stop-work or refusal does not create liability for CARGOWARD. All costs incurred remain payable.

18. CONFINED SPACE / TANK ENTRY / GAS TESTING / GAS FREE

18.1. Unless expressly agreed in writing, CARGOWARD does not assume the Vessel’s statutory duty to manage confined space entry, rescue readiness, or continuous atmospheric control.

18.2. Any gas measurements or “gas-free” related Deliverables are limited to the time, locations, and conditions stated and are not a continuing warranty.

18.3. Atmospheres can change rapidly; the Vessel remains responsible for continuous monitoring, isolation, ventilation, entry permits, standby watch, and emergency preparedness.

19. HOT WORK; PERMIT-TO-WORK INTERFACE

19.1. Hot work readiness depends on vessel/terminal permit systems, isolation, gas testing, and authority approvals.

19.2. Where CARGOWARD supports PTW workflows, CARGOWARD’s role is operational support; final permit authorization remains with the competent authority designated by the Vessel/terminal.

20. CHEMICALS; COMPATIBILITY; OPERATIONAL LIMITS

20.1. Chemical selection and use depend on residue type, cargo history, material compatibility, and port/terminal restrictions.

20.2. Unless expressly agreed, CARGOWARD does not warrant chemical outcomes against unknown prior cargo residues or hidden contamination sources.

20.3. The Client must disclose hazardous cargo history, cargo additives, and any chemical sensitivities before work starts.

21. CARGO HOLD CLEANING — SCOPE, ACCEPTANCE, AND LIMITATIONS

21.1. Cargo hold cleaning is executed as an operational method and cannot eliminate all variability inherent to vessel geometry and prior cargo conditions.

21.2. CARGOWARD may reference industry practices such as: residue removal, seawater pre-wash, sweeping, high-pressure washing/hydro-jetting, residue-specific chemical treatment, bilge detailing, ventilation/drying control, and verification (e.g., rag/glove checks) depending on scope.

21.3. Third-party acceptance is not guaranteed unless expressly agreed in writing as a specific performance guarantee (rare and priced accordingly). Surveyor/charterer/terminal standards may vary and may change without notice.

21.4. Any “grain standard”, “sugar readiness”, “hospital standard”, or similar descriptor is an operational statement tied to performed scope and observed conditions at the time, subject to constraints and third-party judgement.

22. TANK CLEANING / SLUDGE — SCOPE AND TRACEABILITY

22.1. Tank cleaning is subject to tank condition, sludge characteristics, access constraints, ventilation capability, and port/terminal/authority rules.

22.2. Where sludge/residue handling is required, CARGOWARD may coordinate segregation, containment, transfer, and documentation through authorized third parties where applicable.

22.3. Sludge handling/disposal is subject to availability of licensed reception facilities and authority requirements. Timelines may vary.

23. ENVIRONMENTAL COMPLIANCE; MARPOL-RELATED CONTEXT

23.1. Operations may reference applicable environmental and maritime frameworks (including IMO/MARPOL context), but execution is ultimately constrained by local port rules and authority direction.

23.2. Unless expressly agreed in writing, CARGOWARD is not the statutory declarant for ship-generated waste; the Vessel/Client remains responsible for statutory declarations and compliance duties.

23.3. Where third-party disposal is arranged, CARGOWARD’s responsibility is limited to reasonable coordination and obtaining available documentation from third parties.

24. UNDERWATER SERVICES — VARIABLE CONDITIONS; EVIDENCE LIMITS

24.1. Underwater activities are inherently constrained by currents, visibility, sea state, lighting, hull condition, draft, access limitations, and port/authority restrictions.

24.2. Underwater Deliverables are evidence-based and limited to what is observable/recorded during the operation.

24.3. Underwater Deliverables do not constitute class survey or statutory certification unless expressly stated and supported by the issuing competent body (not CARGOWARD by default).

25. PORT AGENCY & CLEARANCE; ROLE CLARITY

25.1. Where port agency/clearance support is provided, CARGOWARD acts as a coordinator/service provider and does not act as carrier, stevedore, terminal operator, or public authority.

25.2. Outcomes may depend on Third-Party Authorities. CARGOWARD does not warrant the timing of authority clearances or terminal decisions.

26. DISBURSEMENTS, ADVANCES, AND SECURITY FOR PAYMENT

26.1. Port disbursements, third-party charges, and authority/terminal fees are for the Client/Vessel account.

26.2. CARGOWARD may require advance deposits before incurring third-party costs or mobilizing resources.

26.3. If CARGOWARD advances funds, Client must reimburse immediately upon demand. Delays constitute payment default.

26.4. CARGOWARD may suspend Services and withhold Deliverables until all outstanding sums (including advances and disbursements) are settled.

27. SCHEDULING; STANDBY; OVERTIME; RE-MOBILIZATION

27.1. Delays due to berth changes, shifting, weather, crane availability, terminal congestion, crew readiness, authority holds, and access constraints are outside CARGOWARD’s control.

27.2. Standby, waiting time, re-boarding attempts, overtime, and re-mobilization are chargeable.

27.3. Where the Service window is reduced, CARGOWARD may need additional resources or overtime to meet operational needs; such costs are chargeable.

28. CANCELLATION; MINIMUM CHARGES

28.1. Cancellations after mobilization trigger charges for: committed manpower, mobilization/demobilization, travel/logistics, equipment allocation, opened/procured chemicals/materials, and reasonable administrative costs.

28.2. Where Services are partially performed or prevented by Third-Party Authorities or Client-side constraints, CARGOWARD may invoice up to full value of the committed scope, plus standby.

29. FEES; INVOICING; PAYMENT

29.1. Unless stated otherwise, invoices are due immediately upon presentation.

29.2. Payments must be made in cleared funds, without set-off, deduction, retention, counterclaim, or withholding (except mandatory legal withholding).

29.3. Client payment is independent of any reimbursement or approval by charterers, P&I, terminals, cargo interests, or any third party.

29.4. CARGOWARD may withhold Deliverables and suspend ongoing/future Services until full payment is received.

29.5. Late payments accrue interest at the maximum rate permitted by law, plus reasonable collection costs (including legal and administrative fees).

29.6. Cross-default: any overdue amount entitles CARGOWARD to suspend all Services for Client Group and retain Deliverables across projects until all outstanding sums are paid.

30. TAXES; BANK FEES; WITHHOLDINGS

30.1. Fees are exclusive of applicable taxes unless expressly stated.

30.2. Bank charges, intermediary/correspondent fees, and transfer costs are borne by the Client.

30.3. If withholding is legally required, Client must provide official evidence and ensure CARGOWARD receives the net agreed amount, or gross-up where applicable and lawful.

31. TITLE TO DELIVERABLES; RETENTION; LICENSE

31.1. Until full payment, Deliverables remain under CARGOWARD’s control and may be withheld.

31.2. Upon full payment, the Client receives a limited, non-transferable license to use Deliverables for internal operational purposes related to the Vessel/operation.

31.3. Publication or marketing use of Deliverables, photos/videos, or the CARGOWARD brand requires prior written consent.

32. CLIENT REPRESENTATIONS AND WARRANTIES

Client represents and warrants that:

32.1. It has authority to request Services and accept these Terms.
32.2. It will provide accurate operational information.
32.3. It will comply with applicable laws, terminal rules, and authority requirements.
32.4. It will not require CARGOWARD to act unlawfully.

33. NO WARRANTY; PROFESSIONAL STANDARD OF CARE

33.1. Services are performed using reasonable skill and care consistent with professional maritime practice and operational constraints.

33.2. Except as expressly agreed in writing, all other warranties are disclaimed, including implied warranties of fitness, merchantability, uninterrupted availability, or guaranteed third-party acceptance.

34. LIMITATION OF LIABILITY (CAP)

34.1. To the maximum extent permitted by law, CARGOWARD shall not be liable for indirect, consequential, incidental, special, punitive, or economic losses, including loss of hire, demurrage, detention, delay, loss of profit, loss of market, charterparty exposure, or cargo claims.

34.2. CARGOWARD’s total aggregate liability arising from a specific Service is capped at the amount actually paid to CARGOWARD for that specific Service.

34.3. The Client acknowledges that pricing reflects this allocation of risk.

35. TIME BAR; CLAIM PROCEDURE; EVIDENCE

35.1. Any claim must be notified in writing to contact@cargoward.com within 7 (seven) calendar days of completion/attempted completion, with supporting evidence and a clear description of alleged breach.

35.2. Failure to notify within this period constitutes waiver of claim to the extent permitted by law.

35.3. Client must allow reasonable opportunity for CARGOWARD to assess, inspect, and, if applicable, propose corrective measures before third-party remedies are engaged.

36. CLIENT INDEMNITIES (HOLD HARMLESS)

Client shall defend, indemnify, and hold harmless CARGOWARD (including directors, officers, employees, subcontractors, affiliates) from claims, losses, fines, penalties, liabilities, costs, and expenses arising from:

36.1. unsafe vessel/worksite conditions;
36.2. inaccurate information, cargo history omissions, or undisclosed contaminants;
36.3. Client/Vessel instructions or failure to comply with authority/terminal rules;
36.4. delays or denials by Third-Party Authorities;
36.5. claims by charterers, cargo interests, receivers, terminals, or third parties;
36.6. third-party contractor actions where coordinated on Client/Vessel account (beyond reasonable coordination).

37. INSURANCE

37.1. The Client/Vessel remains responsible for maintaining appropriate P&I and liability cover.

37.2. Any insurance held by CARGOWARD does not expand liability beyond these Terms.

38. SUBCONTRACTORS; HIMALAYA CLAUSE; THIRD-PARTY BENEFICIARIES

38.1. CARGOWARD may subcontract any portion of Services.

38.2. All exclusions, limitations, indemnities, and protections in these Terms extend to CARGOWARD’s affiliates, subcontractors, and personnel, who are intended third-party beneficiaries and may enforce such protections where legally permitted.

39. CONFIDENTIALITY

39.1. Commercial terms, methods, operational data, and Deliverables are confidential, except where disclosure is required by law/authority or necessary for performance.

40. COMPLIANCE; SANCTIONS; ANTI-CORRUPTION; KYC

40.1. Client represents it is not subject to applicable sanctions and will not require CARGOWARD to breach any sanctions or laws.

40.2. CARGOWARD may request KYC documentation and may refuse/suspend Services if compliance concerns arise. Costs incurred remain payable.

40.3. Any request for improper payments, inducements, or unlawful conduct is grounds for immediate suspension/termination with costs payable for work performed and resources committed.

41. DATA PROTECTION (LGPD)

41.1. Personal and operational data (e.g., boarding lists, IDs, contact details) may be processed for legitimate operational, contractual, and compliance purposes.

41.2. Data requests may be sent to contact@cargoward.com.

42. FORCE MAJEURE

42.1. Neither party is liable for failure/delay caused by events beyond reasonable control (weather, sea state, port closure, strikes, authority orders, war, civil disturbance, embargoes, pandemics, major supply disruptions).

42.2. Amounts due for mobilization, standby, and committed resources remain payable.

43. NOTICES

43.1. Notices must be in writing and sent to contact@cargoward.com (or the address stated in a quotation/invoice).

44. SEVERABILITY; NO WAIVER

44.1. If any provision is held invalid, the remainder remains enforceable.

44.2. Failure to enforce any provision is not a waiver.

45. GOVERNING LAW; JURISDICTION

45.1. These Terms are governed by the laws of the Federative Republic of Brazil.

45.2. The parties submit to the exclusive jurisdiction of the courts of Santos/SP, Brazil, except where mandatory law provides otherwise.

46. SURVIVAL

Clauses relating to payment, confidentiality, IP, indemnities, limitation of liability, time bars, compliance, jurisdiction, and any terms intended to survive shall survive termination/completion.