General Terms & Conditions for classification & certification of ships , small crafts & floating structures.

LHR GENERAL TERMS & CONDITIONS

FOR CLASSIFICATION & CERTIFICATION OF SHIPS, SMALL CRAFTS & FLOATING STRUCTURES

1. Definitions

“Applicant” or “Client” – refers to the individual or organization that has sought Libero Hellenic Register’s (hereinafter referred to as “LHR”) services and has signed a service agreement;
“Agreement” refers to the contract between the Applicant and Libero Hellenic Register, which includes these General Terms and Conditions and LHR Rules. The above-mentioned papers shall be regarded as a single agreement, and in the event of any discrepancies or inconsistencies between them, the documents shall take priority in the order they are given above.
“Deliverable” – the deliverable(s) which is(are) to be provided to the Applicant by LHR in accordance to the Agreement;
“LHR” – For the purposes of these General Terms and Conditions, “LHR” refers to the firm with which the Applicant has entered into the Agreement, Libero Hellenic Register, or any of its branches and subsidiaries (as applicable).
“LHR Rules” – all regulations and/or requirements adopted by LHR as the foundation for Classification at any time;
“Services” or “Work” – the services offered by LHR to Applicant that are specifically stated in the Agreement, including any Variation and any Deliverable.
“Variation” – labour in addition to the Work initially agreed upon in the Agreement;
“Consequential Loss” – loss and/or deferral of production, lost productivity (disruptions), loss of product, loss of use, loss of time to any vessel or loss of hire, loss of business opportunities and contracts, loss of goodwill, loss of data, loss of revenue, profit or anticipated profit (if any), losses arising from liabilities or indemnities under other contracts, recall or rectification costs, whether direct or indirect and whether or not foreseen at the onset of the Work.
“LHR technical staff” – surveyors, auditors, verifiers, independent reviewers, inspectors, technical documentation review staff appointed by LHR to perform conformity assessment activities in relation to the agreed LHR services
“Survey” or “Inspection” – a systematic and impartial inspection of a vessel, its materials, components, or systems to assess conformity with regulations and/or statutory requirements
“Audit” – a systematic and impartial audit of a vessel or client management systems to assess conformity with regulations and/or statutory requirements.
“Environmental Information Verification” – process for evaluating an environmental information statement based on historical data and information to determine whether the statement is materially correct and conforms to criteria
“Classification” process consists of the following steps: 1) the development or updating and implementation of Rules & Regulations, Guides, standards, and other verified criteria; 2) the review of ship design and survey (during or after construction) to verify compliance with such Rules & Regulations, Guides, standards, and other verified criteria;
“Class” is granted to and will be maintained by vessels that comply with the Society’s rules.
“Non-conformity” – non-fulfilment of a requirement
“Certificate” or “Document of Compliance” – A document that confirms conformity with the LHR’s rules or with other rules and regulations over which LHR has authority.
“Certification” A service that confirms compliance with applicable regulations (e.g. national, international, European etc.) as of the survey’s completion date.
“Society” – an organization that establishes official standards for the shipping industry and evaluates the condition of ships and their equipment to ensure that they are safe and fulfil the shipping industry’s official standards.
“Flag administration” – the maritime administration of the state of registry of a vessel.
“Manufacturer” – the entity that produces the material or product, or performs part manufacturing that establishes the quality of the material or product, or performs final product assembly.
“Claim” or “Claims” – any and all claims, losses (including pure economic losses), demands, taxes, liens, liabilities, judgments, awards, provisional injunctions, remedies, debts, damages, injuries, costs, legal and other expenditures, or causes of action of any form, in any jurisdiction;

2. General

At the Applicant’s request, LHR undertakes to survey the ship for classification as well as statutory surveys / audits / inspection / assessment / verification if requested and to issue classification and statutory certificates according to LHR Rules, national, international regulations or European directives as applicable. The certificates are issued upon satisfactory results of the survey / audit / inspection / assessment / verification and documentation review.
Services are offered in compliance with the valid LHR Rules and Regulations and LHR practices for the meaning and interpretation of which LHR is the sole qualified to decide upon and interpret. Under consideration of LHR Technical Committee, other acceptable regulations may be applied. Services leading to issue Statutory Certificates are offered in compliance with the International Conventions and with the Regulations and/or instructions of the Flag State Administration concerned.
The Applicant requested service visit dates must be confirmed with LHR in writing after receipt of signed Agreement. No service visit dates requested by Applicants prior to the return of the signed engagement details can be guaranteed.
Unless agreed in writing, nothing expressed or implied between the Applicant and LHR can be considered binding.
The Applicant agrees not to oppose the access of European Commission inspectors or assessors, officers or staff of Accreditation Body or Other Authorities on board a vessel or at manufacturing facilities for the purpose of LHR’s assessment.
Documents and records issued after surveys / inspections / audits / assessments / verifications carried out by LHR technical staff reflect the condition of the ship at the time of the survey / inspection / audit / assessment / verification. It is the owner’s sole responsibility to maintain the condition required by the Rules and/or international conventions and other applicable regulations which otherwise can result in the suspension of class or certification.
The Ship’s owner or the manufacturer or they representative will proceed to make the necessary preparations for the ship to be ready to undertake the requested surveys / inspections / audits / assessments / verifications or other services.
LHR officers, employees, agents’ representatives or subcontractors shall have access to all drawings, plans, places and documents necessary to complete the agreement services.
Surveys / inspections / audits / assessments / verifications by LHR do not relieve the shipowner, shipowner’s representatives and the crew of the responsibility to operate and manage the ship, and to maintain its safety on a day-to-day basis.
Ship’s owner and/or ship’s manager must promptly report to LHR any incident or event affecting the condition of the ship, as soon as practical, after its occurrence. They must also report any change to the ship with regard to the actual ship’s drawings existing in the ship’s file.
Any change of the ownership or of the managing company of the ship must be reported to LHR as soon as practicable.
It remains understood that owner authorizes LHR to obtain any information or document directly from ship’s records of the former classification society.
In case non-conformity of the ship with applicable requirements, LHR is entitled to require that the non-conformity be eliminated, and surveys / inspections / audits / assessments / verifications and tests be repeated, and if the results of the repeated surveys / inspections / audits / assessments / verifications are unsatisfactory, it may not issue the documents specified in the Agreement.
In case the Applicant fails to mention or omits to submit or submits incorrect or incomplete data or information concerning or affecting class and the overall condition of the ship, when committed or requested to do so, class remains directly affected and can be either interrupted or withdrawn with immediate effect and as from the date of the event.
The issuance of classification certificates or the performance of services shall be at the sole discretion of LHR, which reserves the right to withhold classification, certificates or services, for lack of conformity with its Rules and Regulations or for any other reason, regardless of what the other party contends.
LHR will in its sole and absolute discretion determine the practices and procedures to be adopted for the surveys / inspections / audits / assessments / verifications and tests to be carried out by LHR technical staff. LHR is solely responsible for the selection, appointment, but also replacement of LHR technical staff.
The Applicant allows LHR to use its logo on their advertising and marketing material.
LHR Rules & Regulations for Construction & Classification of Small Crafts and Yachts up to 60 metres and LHR Rules & Regulations for Construction & Classification of Steel Ships apply, as applicable.

3. Obligations

LHR’s performance of the Work necessitates LHR’s access to and inspection of all necessary locations, equipment, machinery, and facilities, as well as all relevant, correct, and full documentation and information. For this purpose, Applicant shall make all required preparations and give LHR with all reasonably necessary access to the above-mentioned information and sites in a timely and condition-free manner. Unless it is expressly agreed as part of the Work to identify discrepancies, errors, inconsistencies, or omissions in the Applicant’s Group information, Applicant is responsible for the accuracy and completeness of the information it provides, and LHR is entitled to rely on the accuracy and completeness of such information for the performance of the Work.
Applicant acknowledges and agrees that any statement made by LHR in the Deliverable is a statement reflecting the situation at the time of issuance only, and that all Deliverables provided by LHR are based on the information, documentation, and/or physical items made available by Applicant to LHR up to the date of issuance of the Deliverable.
If the Applicant fails to provide LHR with the requisite access or information at the agreed-upon timeframes, LHR may stop the Work until it receives the Applicant’s access and/or essential information instructions. LHR will not be liable as a result of any such suspension, and the Applicant will be responsible for LHR’s fees as well as any other wasted expenditures and expenses.
Applicant recognizes and accepts that it has read and understands the applicable LHR Rules, international agreements, EU Regulations, Flag administration regulations, and other standards applicable to the Agreement, and that it will adhere by them.
Any failure by Applicant to meet the obligations outlined in this section will be considered a material breach of the Agreement.
Furthermore, due to variations in implementation and interpretation of legislation, LHR cannot offer any guarantee or warranty that certificates will be accepted by an international or national authority.

4. Health, Safety and Environment

The Applicant must take the necessary precautions to ensure the safety of LHR technical staff during surveys / audits / inspections and testing. Regardless of the nature of the service provided by the LHR surveyors or others acting on its behalf, the Applicant assumes all employer responsibilities for such surveyors, including compliance with applicable laws. During surveys, the surveyors / inspectors / auditors must always be accompanied by Applicant personnel. If there are any defects or problems concerning the class or certification services provided, the Applicant must immediately notify the surveyor / inspector / auditor. If the Applicant fails to take all necessary safety precautions, and if defects are discovered that jeopardize the survey / inspection / audit / assessment / verification or testing’s safety, the appointed LHR technical staff is required to refuse the survey / inspection / audit / assessment / verification.
LHR Surveyors must have unrestricted access to ships that have been classed or certified or are in the process of being classed or certified, as well as shipyards and equipment manufacturers, in order to carry out their interventions within the scope of service provided by LHR, as well as interventions carried out on behalf of administrations when delegated. Safe access will also be granted to auditors accompanying the society’s surveyors within the scope of the audits, as required by the Society’s internal quality system or by external organizations.

5. Anti-Corruption Clauses

When providing services, the Parties (LHR and the Applicant), their affiliates, employees, or intermediaries shall not pay, offer to pay, or authorize the payment or giving of any money or other valuables to any persons, directly or indirectly, in order to sway their actions or decisions for improper gain or other illegal purposes.
Both Parties, their affiliates, employees, or intermediaries shall not engage in any actions that are considered giving/accepting bribes, trading in influence, or actions that violate the requirements of applicable legislation and international money laundering treaties.
Each Party shall withdraw from any incentive for the employees of the other Party, such as money, gifts, performing/rendering free of charge works (services), and other methods not listed herein, in order to make the employee dependent on the incentive Party and incentivize the employee to perform any actions that benefit the incentive Party.

The employee’s actions that benefit the incentive party include:

granting an undue advantage over other subcontractors;
granting any guarantees;
speeding up current procedures;
and other actions performed by the employee within the scope of his or her functional responsibilities but inconsistent with the principles of transparency, independence, integrity, and openness of the parties’ relationship.
If a Party suspects that anti-corruption clauses have been violated or may be violated, the relevant Party must notify the other Party in writing. Following receipt of the written notification, the relevant Party has the right to withhold performance of the Agreement’s obligations (request) until confirmation that the breach has not occurred or will not occur is received. The confirmation must be sent within 5 (five) working days of the written notification being sent.
In the written notification, the Party shall refer to facts or provide materials confirming or suggesting that the provisions of the Agreement have been or may be breached by the Subcontractor, its affiliates, employees, or intermediates when performing actions defined by applicable legislation as giving/accepting bribes, trading in influence, as well as actions that violate the applicable legislation and international acts on combating money laundering.
Both the Applicant and LHR must accept anti-corruption procedures and ensure that they are followed. The Parties agree to make reasonable efforts to reduce the risk of business relationships with organizations and individuals who may be involved in corruption, as well as to collaborate to prevent corruption. The Parties agree to implement checking procedures to reduce the risk of the Parties becoming involved in corruption.
The Applicant and LHR acknowledge that their possible illegal actions and violations of the anti-corruption clauses may have unfavorable consequences, ranging from a reduction in the Subcontractor’s reliability rating to significant restrictions on interaction with the Subcontractor, to relationship termination and termination of concluded agreements/cancellation of requests.
Both Parties shall ensure that a proper investigation is conducted based on the facts provided under these provisions, in accordance with the principles of confidentiality, and that effective measures are taken to eliminate practical difficulties and avoid potential conflicts.
Both Parties agree to maintain absolute confidentiality in all matters relating to the performance of the provisions of the Agreement, as well as the absence of negative consequences for the requesting Party in general and certain employees/representatives of the requesting Party who report breaches.

6. Jurisdiction – Governing Law

The place of performance for all obligations resulting from or in connection with the respective order is Greece, unless otherwise provided in writing between the Company and the Applicant.
These terms and conditions accepted by the Applicant, will constitute the document of a contract between the Applicant and the Company which will be governed by and construed in accordance with Greek Law the provisions of which may also apply on issues and matters not specifically thereby dealt with.
Any dispute for any cause whatsoever which may arise under this contract or is in anyway connected with the same shall be subject and referred to the exclusive jurisdiction of the competent Courts of Piraeus (Greece).

7. Confidentiality

All plans, drawings, specifications, and information given to or prepared by LHR in connection with performance under the Agreement shall be treated as confidential by LHR and shall not be used for any purpose other than those for which they were furnished, unless prior written consent has been obtained.
LHR shall have the right to use any material, information, or know-how generated during the Work for statistical, analytical, and internal training purposes.
LHR is constantly improving its industry services to protect people, the environment and property. The Applicant acknowledges that LHR has the right to use and process in an anonymized form any information, data, or data-bases generated or collected during the Work for its own competence building, research, or business purposes.
LHR reserves the right to reconsider, withhold, suspend, withdraw or cancel the class or certificate of any vessel with immediate effect for non-compliance with the society’s Rules or other applicable standards, for defects or damages which are not reported to LHR, for defects reported by its surveyors / inspectors / auditors and which have not been rectified in accordance with their recommendations or in the event of non-payment of fees which are due on account of Classification or other services.
It is understood and agreed that the issuance of Classification certificates or the provision of services shall be at LHR’s sole discretion, and that LHR reserves the right to refuse or withdraw classification, certificates, or services for any reason, whether or not such reason is deemed unreasonable, arbitrary, or unenforceable by the other party.
LHR reserves the right to amend the General Conditions at any time and in its sole discretion, to terminate them in part or in whole, and to issue new versions of the General Conditions in place of those that have ceased to be valid. The validity of the provisions not covered by the partial termination is unaffected.
In addition, it is understood and agreed that below information is considered public information and available to any interested party:
Information published into the society’s Register of Ships;
Due dates of periodical class surveys;
Information on transfers, suspensions or withdrawal of class, including overdue surveys, overdue recommendations, operating conditions or restrictions.

8. Intellectual Property Rights

For the purposes of the Agreement, each party shall retain sole ownership of any intellectual property and rights thereto that existed prior to the date of the Agreement, and nothing herein shall imply any transfer or grant of rights to any such intellectual property or rights thereto, except as expressly stated in the Agreement.
The Applicant is granted a limited, worldwide, royalty-free license to use the Deliverables or the work’s results for any agreed-upon or ordinary purpose, including the right to use any valid certificates or similar documents in accordance with the applicable requirements.
All intellectual property rights in information and data created in connection with the Agreement will vest in LHR, subject to the confidentiality obligations set forth in Confidentiality Clause above. The copyright to all certificates and similar documents issued under the Agreement shall be held by LHR. Nothing in this document shall be construed to limit LHR’s rights as defined in Confidentiality Clause.

9. Fees

Fees and the expenses incurred by any intervention of LHR, whether completed or interrupted, for any reason, shall be invoiced and paid upon its ending by the Applicant, regardless of whether the ship is classed by LHR upon completion of the survey or not.
Expenses incurred by LHR for providing documentation of losing / first classification society shall be reimbursed by the Applicant and included in the invoice for LHR services.
LHR’s invoices must be paid by the Applicant within the terms specified in the Agreement between the Parties or in the Request for LHR’s services and specified in the invoice, or not later than 30 (thirty) calendar days from the date of LHR’s invoice preparation if such indication is not available.
Legal interest may be charged and demanded on any amounts not paid within this date.
Should LHR be required to take any legal or administrative action for the collection of fees hereunder, the amount of all costs of such action shall be added to the invoice amount.
In the event of a default in the payment of any owned fees, the class of a ship may be withheld, suspended or withdrawn (or to withhold any certificate or report in any other case).
Any change with respect to the rates and/or any statutory obligation to issue Debit Notes in local currency will be notified to the Applicant sufficiently in advance.
When confirming payment for LHR’s service, the Applicant acknowledges that the pricing rules were developed in accordance with the following conditions:
single survey of fully prepared items of proper quality, or parts thereof, manufactured or operated in accordance with LHR-approved technical documentation;
no delay in submitting an item for survey due to its being unprepared; ready access to all parts of the item;
full compliance with occupational safety and health requirements with regard to the item;
no unjustified requests, recurring or additional surveys and tests, review of technical documentation, and additional costs;

Non-fulfilment of the conditions mentioned above may result in the time actually consumed exceeding the time rates established in normative hours, and to a relevant increase in the cost of the service.

When sufficient information is available, the following shall be notified in advance to the Applicant on his request:
minimum estimating cost of the service specified;
procedure of LHR work and cost of services to be rendered in the particular place (places) and extra time spent under the Applicant request:
during non-working hours, on weekends and holidays;
for travel time during working hours;
for travel time during non-working hours, on weekends and holidays.

Payment of Invoices

Applicant has to pay for the services in accordance with the written Agreement (WA) in due time without any deduction, withholding or set-off and free of bank charges. The Company reserves the right to apply additional charges in case of pay delay more than 90 days in accordance with EU laws and regulations as may be applicable.
The Applicant has to pay the Company’s Debit Note(s)/Invoice(s) whether interim or final punctually in accordance with these Terms and Conditions and in any event not later than 30 days following the relevant Debit Note date and prior to the certificate’s issuance or Work delivery.
Any delay in payment shall entitle the Company to charge interest at 3% per annum above LIBOR, or, at the lawful interest rate applicable on the local currency as the case may be.
Where any payment becomes overdue by more than sixty days, the Company shall without prejudice to any of its other rights, be entitled to terminate the Agreement whereupon payment will become due for the value of work done plus expenses up to the date of termination, plus interest and costs.
Any sums due to the Company for Fees and/or Expenses shall be payable in any event and shall not be retained or deferred or suspended on account of any dispute, claim, counter claim, set off or any other reason whatsoever the Applicant may allege to have or to be entitled to against the Company.
Without prejudice to the provisions set out herein, the Company, in the event of non-payment of its Fees/expenses in accordance with the present herein and for the purposes of collecting the respective unpaid amounts and/or obtaining security for their payment, shall be at liberty to take the appropriate steps and/or bring the respective action before any Court or Authority of any country having competent jurisdiction.

Traveling / Visiting Time and Expenses

Applicant is responsible to cover all travel, accommodation and feeding expenses for all transportation done on his behalf. In case of man daily fee, the time counts from the time Company staff leave their office until the time they return. Applicant will be liable for the coverage and compensation of any expense, personnel injury, accident or any other loss related directly or indirectly to Company staff during the execution of their duties for the Applicant needs.

10. Force Majeure

Neither party shall be in breach of the Agreement, nor liable for any failure or delay in performance hereunder, if the cause of such failure or delay is attributable to events beyond the affected party’s reasonable control, including, but not limited to, armed conflict, terrorist attack, civil war, riots, toxic hazards, epidemics, natural disasters, extreme weather, fire, explosion, failure of utility service, labor disputes, infrastructure breakdown, and transportation disruptions.
In the event of a force majeure event, the affected party must promptly notify the other party of the specifics of the situation and the expected duration. If a force majeure event lasts more than thirty (30) days, either party has the right to terminate the Agreement with immediate effect.
LHR shall continue to be entitled to payment and its remuneration, i.e. all fees, additional expenses and costs incurred up to the date of termination.

11. Liability

Neither LHR nor any of its officers, surveyors, inspectors, employees, or agents guarantees the accuracy of any information or advice provided in the course of providing services, information, or advice. Except as expressly stated herein, neither LHR nor any of its officers, surveyors, inspectors, employees, or agents (on behalf of each of whom LHR has agreed to this clause) shall be liable for any loss, damage, or expense incurred by any person as a result of any act, omission, or error of any nature and howsoever caused by LHR, its officers, surveyors, inspectors, employees, or agents, or as a result of any inaccuracy of any nature and howsoever caused in any information or advice.
LHR’s liability for services rendered is defined and remains as contained in its Rules and Regulations. LHR shall in no circumstances be liable for indirect or consequential loss or damage (including but without limitation loss of profit, loss of contracts or loss of user) suffered or incurred by any person resulting from any failure by LHR in the performance of its obligations as described in the agreement.
LHR or its personnel shall not have any liability to the Client for any claim, loss, damage or expense resulting from, relating to or arising out of LHR ‘s performance of the Service except to the extent resulting from the negligence or wilful misconduct of LHR or its personnel. In the event of any claim, loss, damage or expense incurred by the Client as a result of the negligence or wilful misconduct of LHR or its personnel in the performance of the Service, LHR ‘s maximum liability to the Client shall be limited to the amount of the fees paid to LHR for the Service in the past 13 months preceding the date of the event/events.
Nothing in this document, information, or advice, or any other document, information, or advice provided in connection with or pursuant to the performance by LHR of its services, shall be deemed to relieve any designer, naval architect or engineer, builder, manufacturer, shipyard, supplier, contractor or subcontractor, repairer, ship owner or operator, or any other individual or entity, from any warranty or other contractual obligations expressed or implied, or from any fault whatsoever.

12. Communication Services

Use of Communication Services

The Applicant agrees to use the Communication Services only to post, send and receive messages and material that are proper and, when applicable, related to the particular Service. By way of example, and not as a limitation, the Applicant agrees that when using the Communication Services, the Applicant will not:

Use the Communication Services in connection with surveys, contests, pyramid schemes, chain letters, junk e-mail, spamming or any duplicative or unsolicited messages (commercial or otherwise).
Defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others.
Publish, post, upload, distribute or disseminate any inappropriate, profane, defamatory, obscene, indecent or unlawful topic, name, material or information.
Upload, or otherwise make available, files that contain images, photographs, software or other material protected by intellectual property laws, including, by way of example, and not as limitation, copyright or trademark laws (or by rights of privacy or publicity) unless the Applicant owns or controls the rights thereto or have received all necessary consent to do the same.
Use any material or information, including images or photographs, which are made available through the Services in any manner that infringes any copyright, trademark, patent, trade secret, or other proprietary right of any party.
Upload files that contain viruses, Trojan horses, worms, time bombs, cancelbots, corrupted files, or any other similar software or programs that may damage the operation of another’s computer or another person’s property.
Advertise or offer to sell or buy any goods or services for any business purpose, unless such Communication Services specifically allows such messages.
Download any file posted by another user of a Communication Service that the Applicant knows, or reasonably should know, cannot be legally reproduced, displayed, performed, and/or distributed in such manner.
Falsify or delete any copyright management information, such as author attributions, legal or other proper notices or proprietary designations or labels of the origin or source of software or other material contained in a file that is uploaded.
Restrict or inhibit any other user from using and enjoying the Communication Services.
Violate any code of conduct or other guidelines which may be applicable for any particular Communication Service.
Harvest or otherwise collect information about others, including e-mail addresses.
Violate any applicable laws or regulations.
Create a false identity for the purpose of misleading others.
Use, download or otherwise copy, or provide (whether or not for a fee) to a person or entity any directory of users of the Services or other user or usage information or any portion thereof.

LHR has no obligation to monitor the Communication Services. However, LHR reserves the right to review materials posted to the Communication Services and to remove any materials in its sole discretion. LHR reserves the right to terminate the Applicant’s access to any or all of the Communication Services at any time, without notice, for any reason whatsoever.

LHR reserves the right at all times to disclose any information as LHR deems necessary to satisfy any applicable law, regulation, legal process or governmental request, or to edit, refuse to post or to remove any information or materials, in whole or in part, in LHR ’s sole discretion.

Always use caution when giving out any personally identifiable information about the Applicant or the Applicant’s children in any Communication Services. LHR does not control or endorse the content, messages or information found in any Communication Services and, therefore, LHR specifically disclaims any liability with regard to the Communication Services and any actions resulting from the Applicant’s participation in any Communication Services. Managers and hosts are not authorized LHR spokespersons, and their views do not necessarily reflect those of LHR.

Materials uploaded to the Communication Services may be subject to posted limitations on usage, reproduction and/or dissemination; the Applicant is responsible for adhering to such limitations if the Applicant downloads the materials.

13. Termination

The Agreement will remain in full force and effect until either party, as specified in the Agreement, terminates it.
If the Applicant fails to deliver any documentation, plans, or information that LHR requires to conduct a Survey, Documentation Review, Certification, or any other service required in the framework of the Agreement, LHR reserves the right to terminate the agreement 90 days after the application date.
Under the following circumstances, either party may terminate the Agreement by giving the other party written notice:

if the other party breaches the Agreement materially and fails to remedy the breach within 10 working days of receiving written notice from the other party;
if the other party becomes insolvent, unable to pay its debts when they become due, or is subject to bankruptcy proceedings, receivership, dissolution, liquidation, winding-up, or any other form of business discontinuation;

for the sake of convenience, after serving the other party with a 60-day written notice prior to termination.
In the event the Agreement is terminated by the Applicant in accordance with 13.3 (iii) prior to completion of the Work, irrespective of cause, LHR shall be entitled to:

(i) the agreed remuneration for the Work rendered up to the date of termination;

(ii) all costs incurred by LHR up to and including the termination date; and

(iii) 10% of the remuneration agreed in respect of Work which has not been provided.

In the event of termination, LHR shall be entitled to retain any payment, deposit or advance of any fees made by the Applicant prior to the date of termination up to the amount to which LHR is entitled.

Any termination will not relieve Applicant of its obligation to pay any Fees due to LHR for any period prior to the termination’s effective date.
Any suspected fraudulent, abusive or illegal activity may be grounds for termination of agreement and may be referred to appropriate law enforcement authorities. Upon termination or suspension, regardless of the reasons therefore, the Applicant’s right to use LHR services immediately ceases, and the Applicant acknowledges and agrees that LHR may immediately deactivate or delete the Applicant’s files and all related information and files received by the Applicant and/or bar any further access to such files or LHR’s website. LHR shall not be liable to the Applicant or any third party for any claims or damages arising out of any termination or suspension or any other actions taken by LHR in connection with such termination or suspension.
In the event of a violation of terms of payment of fees or access refusal to periodic, planned or special assessments LHR may restrict, suspend or withdraw the certificate or may terminate the certification process.
LHR holds the right to terminate the Agreement for any reason whatsoever with a prior 60-day notice to the Applicant.