General Terms & Conditions of Business

1. APPLICATION AND DEFINITIONS

These General Terms & Conditions of Business (“GTC”) apply to all services provided by Matterhorn where they are referred to or otherwise incorporated into an engagement with a Client.

The specific scope of services, fees, commission, duration and other commercial terms may be set out in a central agency agreement, representation agreement, management agreement, engagement letter, proposal, written confirmation or other agreement (the “Engagement Agreement”). The Engagement Agreement and these GTC together form the “Agreement”. If there is any inconsistency, the Engagement Agreement prevails.

“Matterhorn” means the Matterhorn group company identified in the Engagement Agreement. If no other entity is identified, it means Matterhorn SARL, Monaco.
“Affiliate” means any entity which directly or indirectly controls, is controlled by or is under common control with Matterhorn.
“Client” means the person or entity engaging Matterhorn.
“Services” means the brokerage, advisory, consultancy, yacht or charter management, project management, technical, crew, operational, administrative or other services agreed between Matterhorn and the Client.
“Vessel” means any yacht, vessel, support vessel, tender or other marine asset to which the Services relate.

2. SERVICES, AUTHORITY AND CLIENT RESPONSIBILITIES

Matterhorn will perform the agreed Services with reasonable skill and care and only within the scope agreed with the Client. Depending on the engagement, Matterhorn may act as broker, intermediary, adviser, consultant, manager, project manager or other service provider. Assisting, coordinating, communicating with or introducing another party does not of itself mean that Matterhorn assumes that party’s obligations or responsibilities.

Where Matterhorn acts as broker or intermediary, it facilitates communications, negotiations or arrangements and does not become a principal to the underlying transaction unless expressly agreed. Unless expressly included within the Services, Matterhorn does not assume care, custody, control or operational responsibility for the Vessel and is not responsible for its navigation, safety, condition, maintenance, master or crew.

Matterhorn has no authority to bind the Client or incur obligations in the Client’s name unless expressly authorised in writing. Matterhorn may rely on instructions from the Client and from any person who has been identified, or reasonably appears, to be authorised to act for the Client.

The Client represents that it has authority to enter into the Agreement and, where acting for another person, authority to give instructions on that person’s behalf. The Client shall provide timely and accurate information, documents, decisions and approvals reasonably required for the Services and shall notify Matterhorn of any material change.

Matterhorn may rely on information and documents supplied by or on behalf of the Client, the Vessel, its representatives or other sources without independently verifying them unless verification is expressly part of the Services. Matterhorn is not responsible for consequences arising from inaccurate, incomplete, misleading or late information or instructions.

Unless otherwise agreed, Matterhorn may provide services to other clients, including persons interested in the same Vessel or transaction, subject to confidentiality obligations and applicable law. Any material conflict will be managed and disclosed where legally required or expressly agreed.

The Client remains responsible for its own commercial decisions. Matterhorn does not guarantee that any transaction, project or other objective will be completed or achieve a particular price, value, cost, timeframe or result.

3. FEES, COMMISSION AND PAYMENT

The Client shall pay, or procure payment of, the fees, commissions, expenses and other remuneration set out in the Engagement Agreement or applicable transaction document. Where remuneration has not been expressly agreed, Matterhorn is entitled to reasonable remuneration having regard to the Services provided and prevailing market practice.

Matterhorn may cooperate with Affiliates, co-brokers, sub-brokers, introducers, referral partners or other intermediaries and may share remuneration with them where lawful. Unless otherwise agreed, this shall not increase the total amount payable by the Client.
Reasonable third-party costs and expenses incurred with the Client’s prior approval are reimbursable by the Client. All amounts are exclusive of VAT and similar taxes or duties where applicable.

Amounts are payable when specified in the Engagement Agreement, transaction document or invoice, or otherwise within fourteen (14) days of the invoice date. Payments shall be made in full without set-off or counterclaim except where required by law. Overdue amounts may bear interest at four per cent (4%) per annum above the Bank of England base rate.

4. INFORMATION, ADVICE AND THIRD PARTIES

Matterhorn may use information from owners, brokers, managers, captains, shipyards, databases, market sources, public records and other third parties. Unless expressly agreed otherwise, Matterhorn may rely on such information without independent verification and gives no warranty that third-party information is accurate, complete or current.

Market analysis, comparable transaction data, pricing guidance, valuations, forecasts, estimates, recommendations and other opinions are based on information reasonably available at the time, which may be incomplete, confidential, estimated or unverified. They are indicative only and do not constitute a representation, warranty or guarantee of any value, price, cost, timeframe or outcome. Unless expressly agreed otherwise, Matterhorn has no obligation to update them.

Matterhorn may use proprietary databases, systems, analytical tools, software and other technology to assist its work. Automated, modelled or data-derived outputs may rely on incomplete, estimated or unverified data and are aids to professional judgement rather than independently verified facts.

Unless expressly included within the Services, Matterhorn does not provide legal, tax, accounting, regulatory, insurance, classification or survey advice. The Client should obtain appropriate independent specialist advice and verification where material to a transaction.

Matterhorn may introduce, recommend, obtain quotations from or coordinate independent third-party providers. Unless expressly agreed otherwise, any such provider is engaged directly by the Client. Matterhorn does not warrant the competence, performance, solvency or suitability of independent providers, nor the authority, financial standing, creditworthiness, solvency or future performance of any counterparty. Matterhorn is not responsible for their acts, omissions, defaults or delays.

5. COMPLIANCE

Each party shall comply with laws and regulations applicable to it in connection with the Services, including applicable anti-money laundering, sanctions, anti-bribery and anti-corruption requirements.

The Client shall promptly provide information and documents reasonably required by Matterhorn for identification, beneficial ownership, source of funds or wealth, sanctions screening and other compliance purposes and shall notify Matterhorn of material changes.

Matterhorn may carry out such compliance checks as it reasonably considers appropriate and may decline instructions, withhold action, suspend Services or terminate an engagement where information is not provided, compliance procedures cannot be completed satisfactorily, or Matterhorn reasonably considers that continuing may be unlawful or expose it to material legal, regulatory or compliance risk. Matterhorn shall not be liable for loss, delay or a failed transaction resulting from action taken in good faith under this Clause.

Matterhorn may retain or disclose information where reasonably necessary to comply with law, regulation or a competent authority and need not disclose to the Client information which it is legally prohibited from disclosing.

6. CLIENT FUNDS AND PAYMENT SECURITY

Where expressly agreed, Matterhorn may receive, hold or transfer deposits, charter funds or other transaction monies in a designated client account or as otherwise required by the relevant transaction document and applicable law.

Where Matterhorn is expressly appointed as Stakeholder, it acts in that capacity only for that transaction and shall hold and release the relevant funds in accordance with the applicable transaction document. Except where expressly appointed in such capacity, Matterhorn does not act as a bank, trustee or escrow agent.

The Client acknowledges the risk of fraud, cybercrime and alteration of invoices, emails, payment instructions or bank details. Any new or changed payment instructions or bank details should be independently verified using previously known or independently verified contact details. Matterhorn may require equivalent verification before making or releasing a payment.

Where Matterhorn forwards third-party invoices, payment demands or bank details, it does not warrant their authenticity or accuracy. Matterhorn shall not be liable for loss resulting from a failure by the Client or payer to carry out appropriate verification.

Matterhorn may delay or refuse a payment where instructions are incomplete, inconsistent, suspicious or cannot satisfactorily be verified, where compliance requirements remain outstanding, or where further verification is reasonably required. Matterhorn is not responsible for delays, freezes, restrictions or failures caused by banks, correspondent banks or payment systems outside its reasonable control.

7. CONFIDENTIALITY, DATA AND INTELLECTUAL PROPERTY

Each party shall keep confidential non-public commercial, financial, technical, personal and transaction-related information received from the other and use it only for the purposes of the Agreement. Disclosure is permitted where reasonably necessary to perform the Services, to professional advisers, insurers, banks, Affiliates, brokers, prospective counterparties or service providers, with consent, or where required by law or a competent authority.

Confidentiality obligations continue for five (5) years after the engagement ends and, for trade secrets, for so long as the information remains a trade secret. Any separate confidentiality or data processing agreement between the parties shall prevail on its particular subject matter to the extent of any inconsistency.

Matterhorn shall process personal data in accordance with applicable privacy and data-protection laws and its published Privacy Policy.

The Client retains ownership of intellectual property in materials it supplies and grants Matterhorn the rights reasonably required to use them in providing the Services. The Client represents that it has the necessary rights and permissions to do so.

Matterhorn retains all rights in its pre-existing and independently developed intellectual property, methodologies, know-how, templates, databases, analytical methods, software, systems and proprietary tools. Work product prepared specifically for the Client may be used by the Client for the purpose for which it was supplied but does not transfer ownership of Matterhorn’s underlying intellectual property.

Subject to confidentiality and applicable law, Matterhorn may use information generated or obtained through the Services in aggregated or anonymised form for market analysis, benchmarking, research and improvement of its services and systems, provided the Client is not identified and its confidential information is not disclosed.

8. LIABILITY, INDEMNITY AND INSURANCE

IMPORTANT: THIS CLAUSE LIMITS MATTERHORN’S LIABILITY.
Subject to liabilities which cannot lawfully be excluded, Matterhorn is liable only for direct loss to the extent proved to have been caused by its failure to exercise reasonable skill and care in performing the Services expressly agreed.

Matterhorn shall not be liable for loss of profit, revenue, business, contract, opportunity, anticipated saving, use, goodwill or reputation; business interruption; indirect, consequential, special or exemplary loss; or any loss caused or contributed to by the Client, inaccurate or late information or instructions, an independent third party, or circumstances outside Matterhorn’s reasonable control.

Matterhorn’s total aggregate liability arising out of or in connection with an Engagement Agreement, whether in contract, tort (including negligence), misrepresentation, breach of statutory duty or otherwise, shall not exceed the lesser of:
a. EUR 250,000; and
b. ten (10) times the fees, commission or other remuneration paid or payable to Matterhorn for the Services giving rise to the claim.
Where no remuneration is payable, the maximum liability shall be EUR 50,000. Related acts, omissions or events shall be treated as one claim.

No claim shall be brought personally against any director, officer, employee, consultant, agent, Affiliate or subcontractor of Matterhorn in respect of the Services, and such persons may rely on the protections in this Clause.

The Client shall indemnify Matterhorn and its directors, officers, employees and Affiliates against third-party claims, liabilities, losses, penalties, costs and reasonable professional expenses arising directly from the Client’s material breach of the Agreement, unlawful conduct, inaccurate or unauthorised information or instructions, or material supplied by the Client which infringes third-party rights, except to the extent finally determined to have resulted from a matter for which Matterhorn is liable under this Clause.

Nothing excludes or limits liability for fraud or fraudulent misrepresentation, death or personal injury caused by negligence, or any liability which cannot lawfully be excluded or limited.

The Client shall notify Matterhorn in writing of any claim or circumstances reasonably likely to give rise to a claim within three (3) months after becoming aware, or ought reasonably to have become aware, of them. In any event Matterhorn shall be discharged from liability unless arbitration or other legal proceedings are commenced within twelve (12) months after the act, omission or event alleged to have given rise to the claim, to the extent permitted by law.

Any insurance maintained by Matterhorn is for its own protection and does not constitute a representation that any particular Service, risk, claim or amount is insured or increase Matterhorn’s contractual liability.

9. TERMINATION AND EVENTS OUTSIDE CONTROL

The duration and ordinary termination rights for an engagement shall be those stated in the Engagement Agreement. Where none are stated, either party may terminate on reasonable written notice.

Matterhorn may suspend or terminate Services with immediate effect where the Client materially breaches the Agreement and fails to remedy a remediable breach within a reasonable period after notice, fails to pay amounts due after written notice, fails to provide information or cooperation necessary for the Services, becomes insolvent, or where continued performance becomes unlawful or materially impracticable.

Neither party shall be liable for failure or delay caused by circumstances outside its reasonable control. Matterhorn may suspend, modify or delay affected Services for so long as reasonably necessary. If such circumstances make continued performance impracticable, either party may terminate the affected engagement on written notice.

Termination does not affect accrued rights, including remuneration already due, confidentiality, intellectual property, compliance, client-fund obligations, liability, indemnities or dispute-resolution provisions.

10. GENERAL

The Agreement constitutes the entire agreement concerning the Services and supersedes prior discussions, proposals, representations and understandings relating to them. No amendment is effective unless agreed in writing. Terms proposed by the Client do not apply unless expressly accepted by Matterhorn.

The Client may not assign the Agreement without Matterhorn’s prior written consent. Matterhorn may use Affiliates, consultants or subcontractors in providing the Services and may assign or transfer the Agreement to an Affiliate or successor to the relevant business, subject to applicable law.

If any provision is invalid or unenforceable, it shall be modified or disregarded only to the minimum extent necessary and the remainder shall remain effective. A failure or delay in exercising a right is not a waiver.

Nothing creates a partnership, joint venture or employment relationship. Except to the extent arising from the capacity in which Matterhorn has expressly agreed to act and applicable law, Matterhorn assumes no agency, fiduciary, trustee or other duty beyond the Agreement.

Matterhorn’s directors, officers, employees, consultants, agents, Affiliates and subcontractors may enforce provisions expressly conferring a benefit or protection upon them under the Contracts (Rights of Third Parties) Act 1999. No other third party may enforce the Agreement.

Notices may be sent by email to the address customarily used in connection with the engagement or another notified address. Formal service of legal or arbitration proceedings remains subject to applicable procedural rules.

The governing language is English. If a translation is provided, the English version prevails unless expressly agreed otherwise.

11. GOVERNING LAW AND DISPUTE RESOLUTION

The Agreement and any non-contractual obligations arising out of or in connection with it are governed by English law.

Any dispute arising out of or in connection with the Agreement shall be referred to arbitration seated in London and conducted in English under the Arbitration Act 1996, as amended, and the LMAA Terms current when proceedings commence. The LMAA Small Claims Procedure or Intermediate Claims Procedure shall apply where applicable according to the monetary limits specified in those procedures.

Nothing prevents either party from seeking interim, protective or conservatory relief from a court of competent jurisdiction where appropriate.

The parties shall keep any arbitration and award confidential except where disclosure is reasonably required for the proceedings or enforcement, by law or regulation, or to professional advisers, insurers or other persons having a legitimate need to know.

Date updated: 20 August 2026