Annex - Model Agreement
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Annex - Model Agreement

AGREEMENT GOVERNING THE DELEGATION OF STATUTORY CERTIFICATION AND SERVICES FOR SHIPS REGISTERED IN [STATE] BETWEEN [ADMINISTRATION] AND [RECOGNIZED ORGANIZATION]

1 Application

This Agreement delegates authority and sets forth the conditions for cooperation between [State] (hereinafter referred to as "the Administration") and the recognized organization (hereinafter referred to as "the RO") with respect to the performance of statutory certification and services on behalf of the Administration, as outlined in the Code for Recognized Organizations (RO Code) (resolutions MSC.349(92) and MEPC.237(65)).

2 Purpose

The purpose of this Agreement is to delegate authority to the RO to perform statutory certification and services and to define the scope, terms, conditions and requirements of that delegation.

3 General conditions

3.1 Statutory certification and services comprise the assessment of [State] registered ships and/or ship management companies in order to determine the compliance of such ships/companies with the applicable requirements of the international conventions, codes and national legislation (hereinafter referred to as "applicable instruments") and the issuance of, or in support of the issuance of, relevant certificates and documents as set out in the appendix hereto.

3.2 Insofar as the statutory certification and services covered by this Agreement are concerned, the RO agrees to cooperate with port State control authorities to facilitate the rectification of reported deficiencies or other discrepancies on behalf of the Administration when so requested, and report to the Administration.

3.3 Statutory services rendered and statutory certificates issued by the RO will be accepted as services rendered by or certificates issued by the Administration provided that the RO maintains compliance with the provisions of the RO Code and the national requirements.

4 Execution of functions under authorization

4.1 Functions in accordance with the general authorization:

  • .1 the RO is hereby authorized to carry out statutory certification and services on behalf of the Administration with respect to ships, registered in [State], and/or companies responsible for operating such ships, to the extent specified in the appendix to this Agreement and to require repairs to ships in accordance with the applicable instruments;

  • .2 surveys shall be carried out in accordance with applicable instruments and, where applicable, the Survey Guidelines under the Harmonized System of Survey and Certification (HSSC), 2021 (resolution A.1156(32), as may be amended); and

  • .3 the RO and others acting on its behalf are authorized to take relevant control measures in accordance with their standard procedures or as explicitly advised otherwise by the Administration as is necessary to ensure that matters subject to surveys, audits and inspections correspond substantially with the particulars of the ship's certificates or the requirements of applicable instruments.

4.2 Functions in accordance with special (additional) authorization

Authorizations for services outside the scope of the appendix to this Agreement will be dealt with as mutually agreed on a case-by-case basis.

4.3 Relationship between the Organization's statutory and other related activities

The RO and its staff shall not engage in any activities that may conflict with their independence of judgement and integrity in relation to their statutory certification and services. The RO and its staff responsible for carrying out the statutory certification and services shall not be the designer, manufacturer, supplier, installer, purchaser, owner, user or maintainer of the item subject to the statutory certification and services, nor the authorized representative of any of these parties. The RO shall not be substantially dependent on a single commercial enterprise for its revenue.

5 Legal basis of the functions under authorization

5.1 Acts, regulations and supplementary provisions

This Agreement is made pursuant to the [legal authority] and in compliance with the RO Code and any supplementary provisions made by the Administration.

5.2 Interpretations

While interpretations of the applicable instruments, as well as the determination of equivalents or the acceptance of substitutes to the requirements of the applicable instruments are the prerogative of the Administration, the RO will cooperate in their establishment as necessary.

5.3 Deviations and equivalent solutions

5.3.1 Exemptions and deviations from, and equivalents to, the requirements of the applicable instruments are the prerogative of the Administration and must be approved by the Administration prior to issuance.

5.3.2 In instances where, temporarily, the requirements of an applicable instrument cannot be met under particular circumstances, the RO will specify such measures or supplementary equipment as may be available to permit the ship to proceed to a suitable port where permanent repairs or rectifications can be effected or replacement equipment fitted.

6 Reporting to the Administration

6.1 Procedures for reporting in the case of general authorization

The RO shall establish relevant procedures for reporting to the Administration in the case of general authorization, in accordance with the requirements of the RO Code and the additional requirements of the Administration.

6.2 Procedures for reporting in the case of special authorization

The RO shall establish relevant procedures for reporting to the Administration in the case of special authorization, in accordance with the requirements of the RO Code and the additional requirements of the Administration accompanying each special authorization.

6.3 Reporting on classification of ships (assignment of class, changes and withdrawals, as applicable).

6.4 Reporting of cases where a ship did not in all respects remain fit to proceed to sea without danger to the ship or persons on board, or presenting unreasonable threat of harm to the environment.

6.5 Other reporting:

  • .1 whenever a request is received for classification of a ship to which statutory requirements apply and which will be or has been registered in [the register], the RO shall immediately inform the Administration;

  • .2 the RO shall notify the Administration immediately upon becoming aware of a situation involving a major deficiency or serious safety-related issue that would normally be considered sufficient to detain a ship from proceeding to sea pending correction;

  • .3 the RO shall notify the Administration immediately upon becoming aware of a situation aboard a ship or within a company responsible for operating such ships involving a major non-conformity, as defined in the revised Guidelines on the implementation of the International Safety Management (ISM) Code by Administrations (resolution A.1118(30), as may be amended);

  • .4 the above notifications shall contain the name of the company or ship, the IMO number, the official number, if applicable, and a description of the major non-conformity, deficiency or issue;

  • .5 the RO shall inform the Administration, as soon as possible, of any dangerous occurrences, accidents, machinery or structural breakdowns, or failures, which relate to the scope of statutory certification and services as defined in the RO Code, that they are aware of on a ship;

  • .6 the RO shall report to the Administration in writing the names and official numbers, if applicable, of any ships removed from the RO's list of classed/certified ships for which the RO has performed statutory certification and services. The report should contain a description of the reason(s) for removal from class, and this should be made within thirty (30) days of the removal becoming effective; and

  • .7 in cases of transfer of the certification of the ship from one RO to another, the gaining organization shall, within one month from the issuance of the certificates, advise the Administration and the losing organization of the date of issue of the certificates and confirm the date, place and action taken to satisfy each overdue survey, overdue recommendation and overdue condition of class.

7 Development of rules and/or regulations – Information

7.1 Cooperation in connection with the development of rules and/or regulations – liaison meetings

The RO shall allow participation in the development and review of its rules, procedures and/or regulations, specifically in the review process prior to finalization, by representatives of the Administration.

7.2 Exchange of rules and/or regulations and information:

  • .1 the Administration will provide the RO with all necessary documentation for the purpose of the RO's provision of statutory certification and services; and notify the RO of any additions, deletions or revisions thereto in advance of their effective date and specify whether the Administration's standards go beyond convention requirements in any respect;

  • .2 the Administration shall be granted access upon request to all plans and documents including reports and records on surveys, audits and inspections on the basis of which certificates are, or have been, issued or endorsed by the RO;

  • .3 the RO should provide free electronic access to the latest editions of its rules and/or regulations applicable to ships under the scope of authorization in the appendix and listing of ships in its class; and

  • .4 the RO and the Administration, recognizing the importance of technical liaison, agree to cooperate towards this end and maintain an effective dialogue.

7.3 Language and form

The RO shall establish, publish and systematically maintain its rules and/or regulations printed and/or in electronic environment, an up-to-date version of which shall be provided in the English language, for the design, construction and certification of ships and their associated essential engineering systems.

8 Other conditions

8.1 Remuneration

Unless agreed otherwise, remuneration for statutory certification and services carried out by the RO on behalf of the Administration will be charged by the RO directly to the party requesting such services.

8.2 Rules for administrative proceedings

8.3 Confidentiality

Insofar as activities related to this Agreement are concerned, both the RO and the Administration shall be bound by confidentiality provisions to be agreed between them.

8.4 Liability and financial responsibility:

  • .1 in the context of this Agreement, if a liability is finally and definitively imposed by a court of law on the State of the Administration for loss or damage which is proved in a court of law to have been caused by any wilful act, omission or gross negligence of the RO, its officers, employees or others who were acting on behalf of the RO pursuant to this Agreement, the Administration is entitled to seek from the RO compensation up to but not exceeding the amount of financial liability, as agreed bilaterally between the RO and the Administration;

  • .2 while acting for the Administration under this Agreement, the RO shall be free to create contracts direct with its clients and such contracts may contain the RO's normal contractual conditions for limiting its legal liability; and

  • .3 in the context of this Agreement, a professional indemnity or professional liability insurance is to be effected by the RO.

8.5 Entry into force

The agreement commences on [date].

8.6 Termination

This Agreement may be terminated by either Party by giving the other Party 12 months written notice.

8.7 Breach of agreement

If this Agreement is breached by one of the Parties, the other Party will notify the violating Party of its breach in writing to allow the notified Party the opportunity to remedy the breach within […] days, failing which the notifying Party has the right to terminate the Agreement immediately.

8.8 Settlement of disputes

The Agreement shall be governed by and construed in accordance with [Agreed State] law. Any dispute arising in connection with this Agreement which cannot be settled by private negotiations between the Parties shall be settled finally by arbitration in [Agreed location] according to [Agreed State] law, or by the tribunal (courts).

8.9 Use of subcontractors:

  • .1 the RO shall perform statutory certification and services by the use of only exclusive surveyors and auditors, being persons solely employed by the RO, duly qualified, trained and authorized to execute all duties and activities incumbent upon their employer, within their level of work responsibility;

  • .2 however, if the RO finds in exceptional and duly justified cases that its own exclusive surveyor is not available, the RO shall inform the Administration, who may then nominate an exclusive surveyor of another RO;

  • .3 in accordance with applicable instruments, the RO may choose to outsource any service that affects conformity to requirements or accepts work of a third party approved by the RO. The RO shall ensure that it fully controls the performance of such services through its quality management system. For the purpose of accountability to the Administration, the work performed by the subcontracted organization or service supplier constitutes the work of the RO; and

  • .4 while still remaining responsible for the certification on behalf of the Administration, the RO may subcontract radio surveys to non-exclusive surveyors in accordance with the RO Code and the national requirements.

8.10 Amendments

Amendments to the Agreement and the appendix will become effective only after consultation and written agreement between the Administration and the RO.

9 Specification of the authorization from the Administration to the organization

Refer to the appendix.

10 The Administration's supervision of duties delegated to the organization

The Administration shall be entitled to satisfy itself that the RO is performing its services in compliance with the RO Code and this Agreement by establishing or participating in, as applicable, an RO oversight programme for the purpose of supervising the duties delegated to the RO under this Agreement by audits, inspections, supplementary surveys, vertical contract audits or other monitoring activities. For the purpose of this paragraph:

  • .1 the Administration shall have access to the documentation of the quality management system of the RO;

  • .2 the Administration shall have access to the internal instructions, circulars and guidelines of the RO;

  • .3 the Administration shall have access to the RO's documentation relevant to the Administration's fleet;

  • .4 the RO shall fully cooperate with the Administration's inspection and verification work;

  • .5 the RO shall keep the information and statistics appropriately on cases such as, but not limited to, damage and casualties relevant to the Administration's fleet; and

  • .6 the RO shall keep the information and statistics of port State control detentions and deficiencies allocated to the responsibility of the RO.

Parent topic: MSC-MEPC.5/Circular.16 - Model Agreement for the Authorization of Recognized Organizations Acting on Behalf of the Administration – (24 January 2022)
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