management fees are split into an annual management fee (set out in Box 15 of Part I) payable from the delivery of the vessel from the owner to the manager and a predelivery management fee (set out in Box 15 of Part I). The pre-delivery fee is intended to cover predelivery services provided by the manager, while the annual management fee covers usual management fees from the commencement of the management period. If the owner and manager do not include a figure into Box 15 Part I for the predelivery fee, it will automatically be calculated as a twelfth of the annual management fee. Until now, parties had to amend SHIPMAN 2009 themselves to clarify their position in respect of any predelivery services and the relevant fee. This therefore addresses a previously common issue.
The revised management fee clause also provides that all management fees paid will be without set- off and free of any withholding for tax. Owners will have to increase the payment so that managers receive the amount due to them on the basis that no withholding of tax been necessary.
Roles and responsibilities
Change Of Control (Clause 18): BIMCO introduced a new change of control provision allowing parties to terminate a contract by serving no less than one month’s notice to the party that had a change of control. This clause has been introduced mainly for sanctions reasons, allowing a party to terminate if the other party has been acquired by a sanctioned entity. This clause complements the new sanctions clause BIMCO also introduced.
Responsibilities (Clause 19): The majority of the responsibilities clause remains as per SHIPMAN 2009 but there have been some subtle changes in the wording in SHIPMAN 2024 including:
Clause 19 (a) – scope of force majeure events expanded to include plagues, pandemics, other disasters, extreme natural events, radiation and contamination;
Clause 19(b) – managers will now be liable to owners for the negligence, gross negligence and wilful default of any of the manager’s affiliates;
Clause 19(c) – owners’ indemnity to the managers will also include the manager’s affiliates; and
Clause 19(d) – manager’s affiliates are now included as agents of the managers.
Managers’ Information System (Clause 21) and Vessel’s Information And Data (Clause 22): Two new clauses have been introduced in SHIPMAN 2024 that deal with the way vessel information is handled and all parties’ intellectual property rights. Clause 21 provides that managers must provide owners with access to their digital platform containing the vessel information but that said digital platform, including intellectual property rights relating to it, remain the managers’ property. Clause 22 makes it clear that all vessel information is the owners’ property and that once the ship management agreement is terminated all the vessel information will be released by the managers to the owners. With the shift to digitalisation and managers increasingly using digital platforms to store vessel information, these clauses are necessary in order to add clarity to the way vessel information is handled and each party’s intellectual property rights.
MLC (Clause 25): BIMCO introduced a new clause dealing with the regulations imposed by the Maritime Labour Convention (MLC 2006). Under MLC 2006, owners have certain financial security obligations they must ensure compliance with when hiring crew members. This new MLC clause provides that managers, to the extent provided by management services, will assume the duties and responsibilities imposed by MLC 2006 on owners. This provision obliges managers to be aware of MLC 2006 requirements imposed on owners when hiring crew as compliance with these provisions will be shifted on them.
THE REPORT | SEP 2024 | ISSUE 109 | 119
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