INTEROCEAN MS · SEANAPSE
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Legal · Engagement

General Terms of Engagement

Issued by: InterOcean MS Co., Ltd.  |  Version: 1.0  |  Effective date: 10 September 2026  |  Last reviewed: 10 September 2026
These General Terms of Engagement do not by themselves create an engagement or any obligation to provide services. They apply only when expressly incorporated into a written Engagement Agreement signed by the relevant parties. The specific contracting entity, scope, fees, governing law, and any variations to these terms will be set out in each Engagement Agreement.

1. Parties and Contracting Entity

Services are provided by InterOcean MS Co., Ltd. (Seoul, Korea) or InterOcean Recovery Agency Pte. (Singapore), as specified in each Engagement Agreement (the "Service Provider"). SeaNapse is a service operated by InterOcean MS Co., Ltd. and is not a separate legal entity.

Each Engagement Agreement will identify the specific Service Provider, the client entity, the invoicing and payment arrangements, the applicable data controller, and the governing law and dispute resolution venue for that engagement. Where services are delivered across jurisdictions by both entities, each entity's responsibilities will be separately defined.

Submission of a website enquiry does not create any engagement, advisory relationship, or obligation on either party. No engagement commences until a written Engagement Agreement has been executed.

2. Nature of Services

What We Provide

Maritime claim advisory, decision-support analysis, NPL vessel intelligence, recovery strategy structuring, arrest and auction coordination, counterparty and asset investigation, and engagement reporting.

What We Are Not

We are not a law firm and do not provide legal advice or legal representation. We do not act as a collection agency. We do not provide formal vessel appraisals, banking advice, or regulated financial services.

Role of Counsel

All enforcement actions, legal filings, and determinations of applicable law require confirmation and execution by appropriately licensed local counsel, engaged independently by the client or arranged by the Service Provider under separate instruction.

3. SeaNapse Platform — Outputs and Limitations

3.1 Output classification

Each SeaNapse output will be identified as one of:

3.2 Limitation period and deadline indicators

Deadline indicators and limitation period alerts are preliminary and must be independently confirmed by qualified counsel before reliance. The Service Provider does not accept responsibility for the filing, service, or preservation of rights unless expressly agreed in the Engagement Agreement as a specific service obligation.

3.3 Vessel valuations and recovery estimates

Market value estimates and net recovery simulations are indicative ranges based on available public data, comparable transactions, and stated assumptions. They are not formal appraisals. Each estimate will identify the reference date, data sources, key assumptions, and unconfirmed items. Formal appraisals by certified valuers should be obtained where required for legal, regulatory, or financing purposes.

3.4 Data coverage and accuracy

SeaNapse outputs draw on available public and licensed data sources. Coverage, timeliness, and accuracy vary by jurisdiction, vessel type, and registry. Outputs do not constitute exhaustive legal searches and should not be treated as a complete record of liens, ownership, or creditor positions.

3.5 Use of AI tools

The Service Provider uses AI-assisted tools in preparing preliminary analyses. In doing so, the Service Provider:

3.6 Development status

SeaNapse is currently available on an expert-reviewed pilot basis. Certain automated features are under development. The specific capabilities available for each engagement will be confirmed in the Engagement Agreement.

4. Conflict of Interest

Before commencing an engagement, the Service Provider will conduct a conflict-of-interest check against its active matter register. The client will be promptly notified if a potential conflict is identified. Conflict checks and access controls are applied according to the scope and sensitivity of each engagement.

The Service Provider does not act for opposing parties in the same matter. The client agrees to notify the Service Provider promptly of any material change in the identity of counterparties or related parties during an engagement.

5. Confidentiality

The Service Provider treats all matter information as confidential. Information will not be disclosed to third parties except:

Client information will not be used for training external AI models or shared with AI providers for model training purposes.

6. Client Obligations

The client agrees to:

7. Use and Sharing of Outputs

Reports and outputs are delivered for the client's internal use in connection with the relevant matter. The client may share outputs, subject to appropriate confidentiality obligations, with:

Outputs may not be published, reproduced, or shared with other third parties without prior written consent. Outputs may not be used to create derivative commercial products or services.

8. Fees and Payment

ComponentDescription
Monthly retainerSecures priority access and agreed monitoring or advisory services as specified in the Engagement Agreement
Per-case or per-vessel feeApplied to each claim assessed or vessel managed, as specified in the Engagement Agreement
Success feeSeparately negotiated and documented in the Engagement Agreement. The agreed recovery event (such as enforceable judgment, executed settlement, or actual receipt of cleared funds) will be expressly defined. Any success fee is subject to applicable law.
Out-of-pocket expensesThird-party costs (registry searches, data services, local agent fees, travel, legal disbursements) billed separately at cost unless otherwise agreed in the Engagement Agreement

Invoices are due within 30 days of issue unless otherwise stated in the Engagement Agreement. The Service Provider reserves the right to suspend services where fees remain unpaid beyond 45 days.

9. Third-Party Professionals

The Service Provider may arrange or recommend local counsel, surveyors, investigators, or other professionals for the client's engagement. Independently engaged professionals are responsible for their own advice and services. The Service Provider remains responsible for exercising reasonable care in selecting and coordinating professionals where it is expressly contracted to do so. The Service Provider is not liable for the independent acts, omissions, or professional judgments of third-party professionals.

10. Limitation of Liability

To the fullest extent permitted by applicable law:

Nothing in these terms limits liability for fraud, wilful misconduct, or any liability that cannot be excluded under applicable law.

11. Intellectual Property

All methodologies, frameworks, scoring models, templates, and analytical tools — including the Lee Maritime Protocol — remain the intellectual property of InterOcean MS Co., Ltd. The client is granted a non-exclusive, non-transferable licence to use outputs delivered under a specific engagement for the purposes of that engagement, subject to the sharing permissions in Clause 7. No broader rights are granted.

12. Term, Suspension, and Termination

Engagements continue for the period specified in the Engagement Agreement. Either party may terminate on the notice period stated in the Engagement Agreement. The Service Provider may suspend or terminate immediately for non-payment, material breach, or where continuing the engagement would create a conflict of interest or professional obligation.

Upon termination or expiry:

13. Force Majeure

Neither party is liable for delay or failure to perform obligations resulting from circumstances beyond its reasonable control, including acts of government, war, civil disturbance, pandemic, natural disaster, cyberattack, or disruption of essential services. The affected party will notify the other promptly and use reasonable endeavours to resume performance.

14. General Provisions

15. Governing Law and Disputes

Unless the Engagement Agreement specifies otherwise, these terms and any Engagement Agreement are governed by the laws of the Republic of Korea. Disputes will first be referred to senior representatives of both parties for good-faith resolution. If unresolved within 30 days, disputes will be submitted to the Korean Commercial Arbitration Board (KCAB) in Seoul, under its International Arbitration Rules, conducted in English.

Engagement Enquiries

InterOcean MS Co., Ltd. — Seoul, Republic of Korea

InterOcean Recovery Agency Pte. — Singapore

Email: contact@interoceanms.com

Principal: jmlee@interoceanms.com

Subject line: Terms of Engagement Request