SUBSEA INTELLIGENCE QUICK GUIDANCE

GUIDANCE NOTE • MUTUAL CONFIDENTIALITY • DISCLAIMER

Integrated Client Terms for Quick Guidance Engagements

1. Nature and Purpose of SUBSEA INTELLIGENCE Quick Guidance
SUBSEA INTELLIGENCE Quick Guidance provides rapid, preliminary professional guidance from an experienced Subsea Consulting Group International (“SUBSEA INTELLIGENCE”) specialist in response to a specific technical, operational, commercial, contractual, HSE, inspection, marine, diving, ROV, subsea, risk-management or related question presented by the Client.

Its purpose is to help the Client understand an issue, identify relevant considerations, explore possible options or next steps, and determine whether further specialist review or a formal SUBSEA INTELLIGENCE consultancy engagement may be appropriate.

2. What Quick Guidance Is — and Is Not
Quick Guidance is an experienced professional perspective based on the information made available by the Client and the reasonable professional judgement of the assigned SUBSEA INTELLIGENCE Advisor.

It is not a substitute for any formal engineering assessment or calculation, HAZID/HIRA/HAZOP, approved procedure, equipment certification, inspection or integrity assessment, OEM recommendation, statutory or regulatory requirement, contractual or legal review, independent assurance, competent-person approval, management-of-change process, client/operator approval, or formal SUBSEA INTELLIGENCE consultancy deliverable.

The Client remains responsible for evaluating the guidance in the context of the complete circumstances and for obtaining all engineering, operational, regulatory, contractual, legal, safety and management approvals required before taking action.

3. Safety-Critical and Emergency Matters
Quick Guidance SHALL not be relied upon as the sole basis for decisions affecting personnel safety, diving operations, marine operations, asset integrity, equipment operation or other safety-critical activities. Applicable laws, regulations, approved procedures, risk assessments, OEM requirements and responsible operational authorities shall always take precedence.

SUBSEA INTELLIGENCE Quick Guidance is not an emergency-response service and must not replace established emergency, incident-response or operational escalation procedures.

4. Client Information and Scope
The Client is responsible for providing accurate, complete and relevant information. Guidance may be affected by incomplete, inaccurate, misleading, changed or omitted information, and SUBSEA INTELLIGENCE does not guarantee any particular technical, operational, commercial or contractual outcome.

The consultation is limited to the specific question and service purchased. Materially different or additional questions may require a separate consultation or a Formal SUBSEA INTELLIGENCE Consultancy Engagement.

5. Mutual Confidentiality
“Confidential Information” means any non-public technical, operational, commercial, contractual, financial, HSE, inspection, marine, diving, ROV, subsea, risk-management, business or other proprietary information disclosed by either Party in connection with the Engagement, whether verbally, visually, by email, Chat, Video or otherwise.

Each Party shall:

• keep the other Party’s Confidential Information confidential;
• use it only for the purpose of the relevant SUBSEA INTELLIGENCE Engagement;
• disclose it only to persons who reasonably need access for that Engagement and who are subject to appropriate confidentiality obligations; and
• take reasonable measures to prevent unauthorised access, use or disclosure.

SUBSEA INTELLIGENCE may share relevant information with the assigned or another authorised SUBSEA INTELLIGENCE Advisor where reasonably necessary to provide the requested guidance.

6. Authority to Disclose and Confidentiality Exclusions
The Client confirms that it is authorised to disclose the information provided to SUBSEA INTELLIGENCE and shall not provide information belonging to an employer, customer, operator, contractor, OEM or other third party where disclosure is prohibited or restricted unless appropriate authority has first been obtained. SUBSEA INTELLIGENCE shall not be responsible for the Client’s unauthorised disclosure of third-party information.

Confidentiality obligations do not apply to information that the Receiving Party can reasonably demonstrate is publicly available without breach, was lawfully known before disclosure, was lawfully received from an authorised third party, was independently developed without use of the Confidential Information, or was approved for disclosure by the Disclosing Party. Disclosure required by law or lawful authority is permitted, with prior notice where legally permissible.

7. Intellectual Property and Professional Knowledge
All Confidential Information and pre-existing intellectual property remain the property of their respective owners. No intellectual property rights are transferred by the Engagement.

SUBSEA INTELLIGENCE and its Advisors remain free to use their general professional knowledge, experience, skills, methodologies and know-how, provided that Client-specific Confidential Information is not disclosed or improperly used.

Neither Party shall use the other Party’s Confidential Information for unauthorised commercial exploitation, reverse engineering, competitive intelligence or training of public/artificial-intelligence models without prior consent.

8. Communications, Documents, Recording and Records
Documents relating to Quick Guidance shall be exchanged only through the designated SUBSEA INTELLIGENCE email channel unless SUBSEA INTELLIGENCE expressly agrees otherwise. Chat and Video platforms are for consultation and communication and shall not be used for unauthorised document sharing.

Neither Party shall record, reproduce, publish, circulate or permit an AI meeting/transcription bot to capture a Chat or Video Engagement without the other Party’s prior consent.

SUBSEA INTELLIGENCE may securely retain reasonable records of the Engagement, including the Engagement ID, Client details, acceptance records, communications, Chat records, payment and invoice information, Advisor details and relevant date/time stamps for professional, legal, financial, compliance and record-keeping purposes, subject to appropriate confidentiality and data-protection controls.

9. Escalation
Where a matter requires detailed engineering, calculations, document review, investigation, risk assessment, inspection, audit, legal review, multidisciplinary expertise, formal reporting or professional accountability, SUBSEA INTELLIGENCE may recommend a Further Quick Consultation, referral to another SUBSEA INTELLIGENCE specialist, or a Formal SUBSEA INTELLIGENCE Consultancy Engagement.

10. Duration, Governing Law and Disputes
The confidentiality obligations under these terms apply from electronic acceptance and continue for two (2) years after disclosure, except that obligations relating to legally protected trade secrets continue for so long as such protection applies.

These terms shall be governed by the laws of India. The Parties shall first attempt to resolve any dispute amicably. Any unresolved dispute shall be referred to arbitration in accordance with the Arbitration and Conciliation Act, 1996, as amended, by a sole arbitrator. The seat of arbitration shall be [City, State, India], proceedings shall be in English, and courts having jurisdiction at that location shall have jurisdiction over matters permitted by law.

11. Electronic Acceptance
Completion of payment constitutes confirmation of the Client’s acceptance of these terms and agreement to proceed with the Quick Consultation service.

SUBSEA INTELLIGENCE shall retain the Client ID, document version, acceptance date and time, and Engagement ID as evidence of acceptance.