SEA SABA N.V. GENERAL TERMS AND CONDITIONS
FOR THE PURCHASE AND SALE OF GOODS AND SERVICES

Scope

These General Terms and Conditions (“T&Cs”) govern every agreement (“Contract”) between Sea Saba N.V. (“Sea Saba”) and any other party—whether a person or a company—for the purchase or sale of goods or services. A Contract may take any of these forms:

• Purchase order

• Service-request (e.g. commercial, leisure or professional diving; boat services; other dive-related products or services)

• Work statement or any other written agreement

These T&Cs apply unless and until superseded by:

1. Special terms expressly agreed in writing (which will prevail over these T&Cs); or

2. An existing master contract explicitly incorporating different T&Cs (which will prevail over these).

Article 1 – Definitions

Whenever they appear with initial capitals, these words mean:

1. Professional Errors
   Mistakes, carelessness, negligence, omissions or erroneous advice that a reasonably competent contractor would not commit.

2. Schedule
   A document attached to the Contract, initialed by both Parties, forming an integral part of the Contract.

3. Services
   Any work, products or goods one Party must perform or provide for the other under the Contract.

4. Contracting Authority

   • When Sea Saba is the customer: Sea Saba N.V.

   • When Sea Saba is the supplier: the other Party.

5. Contractor
   The Party supplying services or goods to the Contracting Authority.

6. Contract
   The written agreement between the Contracting Authority and the Contractor, to which these T&Cs are attached or expressly incorporated.

7. Party
   Either the Contracting Authority or the Contractor, as the context requires.

8. Contracting Authority’s Staff
   Personnel provided by the Contracting Authority under the Contract.

9. Contractor’s Staff
   Personnel employed or engaged by the Contractor to perform the Contract.

10. Terms and Conditions
    These general terms and conditions, forming an integral part of every Contract.

11. Working Day
    Any calendar day except weekends and statutory public holidays.

Article 2 – Application

2.1 No amendment or waiver of any part of these T&Cs is effective unless agreed in writing and signed by both Parties.

Article 3 – Guarantees

3.1 Each Party guarantees its own Services will meet all contractual requirements.
3.2 All Services shall be performed with professional care, skill and due diligence.

Article 4 – Assessment and Acceptance

4.1 Within 30 days of delivery, the Contracting Authority will accept or reject the Services in writing.
4.2 If no notice of rejection is given within 30 days, the Services are deemed accepted.
4.3 No payment is due until the results have been accepted.

Article 5 – Place and Time of Performance

5.1 The Services shall be performed at the location and on the schedule specified in the Contract.

Article 6 – Staff

6.1 Only in exceptional circumstances may the Contractor replace Staff responsible for performing the Services.
6.2 No replacement—temporary or permanent—may occur without the Contracting Authority’s prior written consent, which shall not be unreasonably withheld; replacement rates may not exceed those originally agreed.
6.3 If the Contracting Authority requests a replacement for proper performance, the Contractor must comply at the same agreed rate.
6.4 Replacement Staff must possess qualifications, experience and competence at least equal to the original Staff or meet any criteria the Parties have agreed.

Article 7 – Use of Property

7.1 The Contractor may use any Contracting Authority property only with prior approval and under any conditions the Authority imposes.

Article 8 – Subcontracting

8.1 Subcontracting is permitted only with the Contracting Authority’s prior consent, which shall not be unreasonably withheld; conditions may apply.
8.2 Consent to subcontract does not relieve the Contractor of its own responsibilities and liabilities under the Contract or applicable employer obligations.

Article 9 – Progress Reports

9.1 The Contractor shall report on progress as frequently and in the form required by the Contract or as otherwise requested by the Contracting Authority.

Article 10 – Contacts

10.1 Each Party shall appoint a contact person for administration of the Contract and notify the other Party in writing.
10.2 Contact persons may bind their appointing Party only with respect to performance of the Contract and may not amend its terms.

Article 11 – Supervision

11.1 If the Contract provides for a supervisory or steering committee, its duties, powers and composition shall be as set out in the Contract.

Article 12 – Method of Notification

12.1 Any notice or agreement affecting performance is only binding if given or confirmed in writing by an authorized representative.
12.2 “In writing” includes electronic communication provided:
  a. The recipient can access the notice;
  b. Authenticity is sufficiently guaranteed; and
  c. The sender’s identity is clear.

Article 13 – Confidentiality

13.1 The Contractor shall keep all confidential information obtained in performance strictly confidential, except where required by law or court order.
13.2 The Contractor shall impose the same duty on its Staff and ensure their compliance.
13.3 No results of the Services may be disclosed to third parties without the Contracting Authority’s express consent.
13.4 On termination, the Contractor shall promptly return or surrender all information and documentation, except that retention required by law is permitted.
13.5 A breach of confidentiality may incur the penalties set out in the Contract, without prejudice to full indemnification for any loss.

Article 14 – Processing of Personal Data

14.1 Where the Contractor processes personal data on behalf of the Contracting Authority, it shall act as a “processor” under the BES Islands Data Protection Act and only process data for Contract performance.
14.2 The Contractor shall implement appropriate technical and organizational measures to safeguard personal data, documented in writing.
14.3 Processing shall comply with all applicable data-protection laws and any codes of conduct adopted by the Contracting Authority, including cross-border transfers.
14.4 The Contractor shall assist the Contracting Authority in fulfilling data-subject rights (access, correction, erasure, notation of disputes).

Article 15 – Security

15.1 Contractor’s Staff working on the Contracting Authority’s premises must comply with the Authority’s security procedures and rules, notified in advance.
15.2 The Authority may require police-clearance certificates for Staff no later than three Working Days before commencing work.
15.3 Security checks may be carried out; non-compliant persons may be denied access without explanation.

Article 16 – Payment and Contract Variations

16.1 The Contracting Authority will pay actual costs and hours unless a fixed fee is agreed.
16.2 Unforeseeable additional work caused by new Authority requirements or law changes constitutes an upward variation, chargeable upon written order.
16.3 No variation work begins before a written order; quotations must specify scope, duration and cost, and may not impose stricter terms than the original T&Cs without consent.
16.4 The Contractor must accept variations up to 15 % of the original Contract value under the same terms.
16.5 If work becomes demonstrably less extensive, this constitutes a downward variation; the Parties will agree a discount for fixed-fee Contracts.

Article 17 – Invoicing

17.1 Invoices shall be sent electronically per the Contracting Authority’s specifications.
17.2 Each invoice must cite the Contract date and number and quote the Authority’s reference. If acceptance under Article 4 applies, enclose the acceptance notice.
17.3 Time-based invoices shall be itemized, stating days, hours, dates, a brief work description and any travel/accommodation expenses if separately billed.
17.4 Upward-variation work shall be invoiced separately after acceptance, with itemization supported by authentic documents.

Article 18 – Payment and Invoice Audits

18.1 Payment is due no later than 30 days after receipt of a correct invoice.
18.2 Late payment incurs compensation under BES Civil Code art. 6:96(4) and statutory interest under art. 6:119b(1).
18.3 The Authority may appoint an accountant to audit invoices; the Contractor shall grant access to books and documents. Audit costs fall on the Authority unless inaccuracy is found, in which case the Contractor bears costs.
18.4 Disputed amounts may be deferred during the audit if reasonable doubts exist.
18.5 The Contractor may not suspend or terminate work for late payment or payment disputes.

Article 19 – Advance Payments

19.1 For advance payments, the Authority may require an on-demand bank guarantee covering the advance amount; the Authority bears no guarantee cost.
19.2 If Services are not accepted due to Contractor fault, the Contractor pays interest on the advance until resolution.
19.3 Guarantees must be issued by a bank approved by the Authority.

Article 20 – Potential Delays

20.1 If delay may occur, the Contractor shall immediately notify the Authority, explaining causes, consequences and proposed mitigation.
20.2 Within 14 days of that notice, the Authority shall confirm whether it agrees with the proposed measures and consequences.

Article 21 – Liability

21.1 Liability Caps

• € 50 000 – ≤ € 100 000: € 300 000 per event; € 500 000 per year

• € 100 000 – ≤ € 150 000: € 500 000 per event; € 1 000 000 per year

• € 150 000 – ≤ € 500 000: € 1 500 000 per event; € 3 000 000 per year

• € 500 000: € 3 000 000 per event; € 4 000 000 per year

21.2 Related Events
All related events count as a single event for cap purposes.

21.3 Exceptions
Caps do not apply to:
  a. Third-party claims for death or personal injury
  b. Intentional or grossly negligent acts by Contractor or its Staff
  c. Breaches of intellectual-property rights (Article 24)

21.4 Authority’s Property
Liability for damage to Authority property (Article 7) is subject to the caps in 21.1.

21.5 Third-Party Damage
Liability for damage to third parties caused by use of Authority property is subject to 21.1.

21.6 Staff Obligations
The Contractor is fully liable for its Staff (tax, social insurance, etc.) and indemnifies the Authority; caps do not apply.

Article 22 – Cancellation and Termination

22.1 Either Party may cancel for material breach or impossibility by registered letter, unless the breach is minor.
22.2 Either Party may cancel for force majeure (excluding staff shortages, illness, strikes, supply or transport issues, liquidity problems or third-party failures) after 15 Working Days’ notice.
22.3 The Authority may terminate immediately by registered letter if the Contractor becomes insolvent, bankrupt, ceases trading, is wound up or otherwise unable to perform.
22.4 On cancellation, the Contractor must repay undue payments plus statutory interest; for partial cancellations, only repay amounts relating to the cancelled part.
22.5 The Authority may terminate at any time by registered letter; settlement will be on the basis of Services performed and reasonable commitments, with no further compensation.

Article 23 – No Waiver

23.1 Failure to enforce any provision does not waive the right to enforce it later, unless a written waiver is given.

Article 24 – Intellectual Property Rights

24.1 All copyrights in Service results are assigned to the Contracting Authority upon creation.
24.2 All database rights in Service results are likewise assigned.
24.3 For pre-existing IP used in results, the Contractor grants a non-exclusive, irrevocable, royalty-free license to the Authority for indefinite use.
24.4 The Authority may execute any documents needed to perfect these assignments.
24.5 In case of dispute, rights are presumed to reside with the Authority; the Authority may continue using the results.
24.6 The Contractor and its Staff waive any moral rights to the fullest extent permitted by law.
24.7 The Contractor indemnifies the Authority against any third-party IP claims, including unlawful-competition claims.
24.8 If a third party holds the Contractor liable for IP infringement, the Authority may cancel the Contract after consulting the Contractor.
24.9 Any other IP arising from the Services is assigned to the Authority under a royalty-free, non-exclusive, irrevocable license.

Article 25 – Assignment

25.1 Neither Party may assign rights or obligations without the other’s consent, which shall not be unreasonably withheld.
25.2 This restriction does not apply to granting limited rights (e.g., pledges).

Article 26 – Insurance

26.1 The Contractor shall maintain:
  a. Professional-liability insurance (covering Professional Errors)
  b. General-liability insurance (for personal injury and property damage)
  c. Property insurance (including fire/theft, covering Authority property in use)
26.2 On request, the Contractor shall provide policy evidence and proof of premium payment. No policy may be canceled or reduced without the Authority’s prior written consent; premiums are included in the agreed fees.

Article 27 – Employment Conditions

27.1 The Contractor shall comply with all applicable employment laws and its collective-bargaining agreements.
27.2 All employment-condition agreements for Contract performance shall be recorded clearly.
27.3 The Contractor shall grant authorities prompt access for inspections, audits or wage verifications.
27.4 The Authority may request access to these records to prevent or address wage claims.
27.5 The Contractor shall impose these obligations in full on all subcontractors, who in turn must flow them down to their subcontractors.

Article 28 – Bribery and Conflicts of Interest

28.1 Neither Party nor its Staff shall offer or accept any gift or benefit that could be construed as illicit; violations may lead to Contract cancellation.
28.2 If a Conflict of Interest (e.g., dual employment of Authority Staff) existed but was undisclosed at signing, the Authority may cancel immediately without further notice or compensation.

Article 29 – Invalidity

29.1 If any provision is held invalid or unenforceable, the remainder of the Contract remains in full force. The Parties shall negotiate a valid replacement provision preserving the original intent.

Article 30 – Follow-up Orders

30.1 This Contract does not create any entitlement to follow-up orders. Each Contract stands alone; no long-term relationship is implied by consecutive Contracts.

Article 31 – Publicity

31.1 The Contractor may not reference the Contract or the Authority in publications, press releases, or advertisements without prior consent.

Article 32 – Survival of Provisions

32.1 Provisions intended to survive performance shall remain in effect after expiry, including Articles 3 (Guarantees), 13 (Confidentiality), 21 (Liability), 24 (IP Rights) and 36 (Disputes & Law).

Article 33 – Health & Safety; Code of Conduct

33.1 Sea Saba’s Health & Safety Policy applies to all activities (on boats, dive sites, premises); it is provided as a Schedule or on request.
33.2 Non-compliance triggers:
  • Verbal warning (first breach)
  • Written warning (second breach within 2 months)
  • Immediate removal and ban (third breach, or any serious violation)
  Serious breaches may also lead to immediate Contract termination under Zero-Tolerance rules.
33.3 Each Party—and their Staff or subcontractors—must comply with all applicable laws of Bonaire, Sint Eustatius and Saba.
33.4 Each Party—and their Staff or subcontractors—must fully comply with the Code of Conduct.

Article 34 – Hold Harmless

34.1 The Contractor shall hold Sea Saba harmless and indemnify it against any claims by subcontractors, employees or third parties for damage, loss, fines or sanctions arising from Contractor’s breach of statutory or Contractual obligations.
34.2 At Sea Saba’s request, the Contractor shall immediately reimburse any amounts paid plus statutory interest, without prejudice to further damage claims.
34.3 The Contractor shall indemnify Sea Saba for any liability or loss arising from breaches of law, the Code of Conduct, Health & Safety Policy or these T&Cs.

Article 35 – Disputes & Applicable Law

35.1 Disputes shall first be submitted to binding mediation by a certified mediator on Saba.
35.2 If mediation fails, only the competent court in the district of Saba has jurisdiction, unless the Parties agree otherwise at the time the dispute arises.
35.3 This Contract is governed by the laws of Bonaire, Sint Eustatius and Saba.