Services Terms
Version 1.0 — Effective date: 13 August 2026
These terms apply to professional services delivered under a signed Statement of Work. Everyday use of the portal and mobile app is covered by our Terms & Conditions.
These Services Terms govern professional services we deliver under a written Statement of Work ("SOW"). They apply to bespoke development, integrations, custom report templates, data work, consultancy and any other engagement agreed in a SOW.
They do not apply to ordinary use of the Marine Inspect portal and mobile app. That is covered by our standard Terms & Conditions, which remain in force alongside this page.
1. Who We Are
Marine Inspect is a trading name of Near Max Ltd, a company incorporated in England and Wales (Company No. 09222812). Registered office: Highwoods, Chinnor Hill, Chinnor, Oxfordshire, OX39 4BD. VAT registration number 195 1402 13.
References to "we", "us" and "our" mean Near Max Ltd. References to "you" and "your" mean the organisation named as the client in the SOW.
Contact: support@marine-inspect.co.uk
2. How These Documents Fit Together
2.1 Three documents. An engagement is governed by the SOW, these Services Terms, and our standard Terms & Conditions.
2.2 Order of precedence. Where they conflict, the SOW prevails over these Services Terms, and these Services Terms prevail over the standard Terms & Conditions. This order applies to the services engagement only. Your ordinary use of the Service continues to be governed by the standard Terms & Conditions.
2.3 Entire agreement. Together these documents form the entire agreement for the engagement and replace any earlier proposal, estimate or discussion.
2.4 Signature. An engagement begins when both parties sign the SOW. Work carried out before signature is done at our discretion and is not chargeable unless the signed SOW says so.
3. Scope and Change Control
3.1 The SOW defines the work. Each SOW sets out the work packages, the deliverables, the acceptance criteria, the milestones and the fees. Anything not listed in the SOW is out of scope.
3.2 Changes are welcome. Requirements move as an engagement progresses, and we would rather adjust the plan than deliver the wrong thing.
3.3 How a change is agreed. We record any change to scope, timeline or fees in a written change note. Both parties confirm it in writing, by email or by signature, before the changed work starts. A change note becomes part of the SOW.
3.4 Review rounds. Each deliverable includes the number of review rounds stated in the SOW. Further rounds are welcome and are charged at the day rate in the SOW.
3.5 Your assumptions. The SOW lists the assumptions and dependencies the plan relies on. If one turns out differently, we tell you promptly and we agree a change note together.
4. Delivery and Acceptance
4.1 Standard of work. We provide the services with reasonable skill and care, using suitably qualified people.
4.2 Timelines. Dates in the SOW are our honest estimates based on the stated assumptions. They are targets rather than guarantees, unless the SOW records a date as binding.
4.3 Acceptance. Each deliverable is accepted when it meets the acceptance criteria stated for it in the SOW.
4.4 Review window. You have 10 business days from delivery to review a deliverable and to tell us in writing of anything that does not meet the acceptance criteria. We correct confirmed shortfalls at no extra charge. A deliverable is treated as accepted if that window passes without written comment, or if you put the deliverable into production use.
4.5 Working practice. We work in the open. You see progress as it happens, and we raise risks early rather than at a milestone.
5. Your Responsibilities
5.1 Named contact. You name a single contact with authority to answer questions, approve deliverables and sign change notes.
5.2 Access and information. You give us timely access to the people, data, systems, credentials and third-party accounts the SOW identifies.
5.3 Turnaround. You respond to questions and review requests within the turnaround stated in the SOW.
5.4 Your data. You confirm that you hold the rights needed for any data, content or material you give us, and that we may use it for the engagement.
5.5 Delay. If a dependency on your side moves a milestone, we agree a revised date in a change note. Fees for work already done remain payable.
6. Fees and Payment
6.1 Fees. Fees, the payment schedule and the payment triggers are set out in the SOW. Fees may be fixed price, milestone based, day rate, or a combination.
6.2 VAT. All fees are stated exclusive of VAT. VAT is charged in addition at the prevailing rate and is shown separately on the invoice.
6.3 Invoicing. We invoice on the triggers set out in the SOW. Invoices are payable within 30 days of the invoice date unless the SOW states otherwise.
6.4 Expenses. Travel, accommodation, third-party licences and similar costs are charged at cost where the SOW provides for them. We agree any expense over £250 with you in advance.
6.5 Late payment. Interest on overdue amounts accrues under the Late Payment of Commercial Debts (Interest) Act 1998. We may pause work on an engagement while an invoice is more than 30 days overdue, after giving you 7 days' written notice.
6.6 Deposits. An initial payment stated in the SOW is payable before work begins. It is applied against the total fee.
6.7 No set-off. You pay invoiced amounts in full, without deduction or set-off, except where the law requires otherwise.
7. Intellectual Property
7.1 Our background IP. We own everything we bring to the engagement, including the Marine Inspect platform, our tools, libraries, templates and know-how. Nothing in a SOW transfers ownership of it.
7.2 Deliverables. On payment in full of all fees due under the SOW, you receive a perpetual, worldwide, non-exclusive licence to use the deliverables for your own business purposes. Where the SOW states that a deliverable is assigned to you, we assign our rights in it to you on payment in full.
7.3 Platform improvements. Work that becomes part of the Marine Inspect platform stays owned by us and is available to you as part of the Service.
7.4 Your IP. You keep ownership of your data, your brand and any material you give us. You grant us a licence to use it for the engagement only.
7.5 Reuse of know-how. We may reuse the general skills, techniques and experience gained during an engagement. This never extends to your confidential information or your data.
7.6 Publicity. We name you as a client, and describe the work in general terms, only with your written agreement.
8. Confidentiality
8.1 Both ways. Each party keeps the other's confidential information confidential, uses it only for the engagement, and protects it with at least reasonable care.
8.2 Permitted disclosure. Each party may share confidential information with its own staff and subcontractors who need it and who are under equivalent obligations, and may disclose it where the law or a regulator requires.
8.3 Exclusions. Information that is public, already known without obligation, or independently developed is not confidential information.
8.4 Duration. These obligations continue for 5 years after the engagement ends.
8.5 Personal data. Where we process personal data on your behalf, our Data Processing Agreement applies, and personal data stays in the United Kingdom as described in our Privacy Policy.
9. Warranties and Disclaimers
9.1 Our warranty. We warrant that the services are performed with reasonable skill and care, and that we have the right to enter into the SOW.
9.2 Correction. If a deliverable does not meet its acceptance criteria, we correct it. That is your primary remedy, and it applies where you tell us in writing within 30 days of acceptance.
9.3 Professional judgement. Our software supports your professional work. It does not replace it. Survey findings, statutory forms and reports remain your professional responsibility, as clause 10 of our standard Terms & Conditions sets out.
9.4 Third-party services. Some deliverables depend on third-party platforms and APIs. We select them carefully. We are not responsible for a third party changing or withdrawing its service.
9.5 No other warranties. Except as stated in this clause 9, and to the extent the law allows, we give no other warranties or conditions, express or implied.
10. Liability
10.1 What we never limit. Neither party limits liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for anything else the law does not allow to be limited.
10.2 Cap. Subject to clause 10.1, our total liability arising out of or in connection with a SOW is limited to the total fees paid by you under that SOW in the 12 months before the claim arises.
10.3 Excluded losses. Subject to clause 10.1, neither party is liable for loss of profit, loss of business, loss of anticipated savings, loss of goodwill, or indirect or consequential loss.
10.4 Per SOW. Each SOW carries its own cap. A claim under one SOW does not reduce the cap under another.
10.5 Time limit. Any claim must be brought within 12 months of the date you became aware, or ought reasonably to have become aware, of the circumstances giving rise to it.
11. Term and Termination
11.1 Term. A SOW runs from signature until the deliverables are accepted and the fees are paid, or until it is terminated under this clause.
11.2 Termination for convenience. Either party may terminate a SOW on 30 days' written notice. You pay for all work done and all committed costs up to the termination date.
11.3 Termination for cause. Either party may terminate a SOW immediately in writing if the other commits a material breach that is not remedied within 14 days of written notice, or becomes insolvent.
11.4 On termination. We hand over the work in progress and the materials you have paid for. Each party returns or deletes the other's confidential information on request.
11.5 Survival. Clauses 7, 8, 9, 10, 11.4 and 12 survive termination.
12. General
12.1 Governing law. These Services Terms, each SOW, and any dispute or claim arising out of or in connection with them, including non-contractual disputes, are governed by the law of England and Wales.
12.2 Jurisdiction. Each party irrevocably submits to the exclusive jurisdiction of the courts of England and Wales.
12.3 Talking first. Before starting formal proceedings, each party contacts the other in writing and allows at least 14 days to resolve the matter.
12.4 Subcontracting. We may use subcontractors. We remain responsible for their work.
12.5 Non-solicitation. During an engagement and for 6 months afterwards, neither party solicits the other's staff who worked on it. Responding to a public advertisement is not solicitation.
12.6 Assignment. Neither party assigns a SOW without the other's written consent. We may assign to a successor business on written notice.
12.7 Third parties. A person who is not a party to a SOW has no rights under the Contracts (Rights of Third Parties) Act 1999.
12.8 Force majeure. Neither party is liable for a delay caused by events outside its reasonable control. The affected party tells the other promptly and both work to limit the effect.
12.9 Notices. Notices are given in writing by email to support@marine-inspect.co.uk and to your named contact, or by recorded post to the registered office.
12.10 Severability. If any provision is found to be invalid or unenforceable, the rest continues in full force.
12.11 Changes to this page. We may update these Services Terms. The version in force for an engagement is the version current on the date the SOW is signed.
Questions about these Services Terms? Contact us at support@marine-inspect.co.uk