“Consultant” is the consultant and/or surveyor employed by/via a British Limited Company entitled Ferry Management Services Limited (No: 1730854) covered under these Terms & Conditions and with registered offices at: Chiswell Street London EC1Y 4UQ.
“Client” is the party at whose request or on behalf of the Consultant undertakes consultancy and/or surveying services.
“Report” means any report or statement supplied by the Consultant in connection with instructions received from the Client.
“Disbursements” means the cost of all reasonable photography, reproduction of drawings, diagrams, sketches and printing, duplicating and, where applicable, electronic transmission fees, and all reasonable and appropriate expenses including business class travel, refreshments and hotel accommodation where an overnight stay is necessary.
On behalf of Ferry Management Services Limited the Consultant shall undertake the agreed services in accordance with these Terms & Conditions.
3. Additional Work
Any additional work requested by the Client shall be agreed as a separate contract.
4. Payment Terms
The Client shall pay all sums due to the Consultant punctually in accordance with these Terms & Conditions and in any event not later than 30 days following the relevant invoice date, or in such other manner as may have been agreed in writing between the parties. Any delay in payment shall entitle the Consultant to interest at 2.5% per month.
5. Obligations & Responsibilities
The Client undertakes to ensure that full instructions are given to the Consultant and are provided in sufficient time to enable the required services to be performed effectively and efficiently and to procure all necessary access for the Consultant to goods, premises, personnel, vessels, installations and transport and to ensure that all appropriate safety measures are taken to provide safe and secure working conditions.
The Consultant undertakes to exercise due care and skill in the performance of the services in accordance with sound marine practice.
The Consultant undertakes not to resign from the appointment without good cause and in any event not before the expiry of 14 days written notice, unless there is a conflict of interest in which case the provisions of sub-clause 5 (f) shall apply.
The Consultant shall submit a final written Report to the Client following completion of the agreed services describing the Consultant’s findings and the condition and/or quality of the object and/or purpose of the assignment, unless otherwise expressly instructed by the Client not to do so.
The Consultant undertakes not to disclose any information provided in confidence by the Client to any third party and will not permit access to such information by any third party unless the Client expressly grants permission.
The right of ownership in respect of all original work created by the Consultant remains the property of the Consultant.
(f) Conflict of Interest/Qualification
The Consultant shall promptly notify the Client of any matter including conflict of interest or lack of suitable qualifications and experience, which would render it undesirable for the Consultant to continue its involvement with the appointment.
Without prejudice to Clause 7, the Consultant shall be under no liability whatsoever to the Client for any loss, damage, delay or expense of whatsoever nature, whether direct or indirect and howsoever arising unless same is proved to have resulted solely from the negligence, gross negligence or wilful default of the Consultant or any of their employees or agents or sub-contractors employed by them, in which case (save where loss, damage, delay or expense has resulted from the Consultant’s personal act or omission committed with the intent to cause same or recklessly and with knowledge that such loss, damage, delay or expense would probably result) the Consultant’s liability for each incident or series of incidents giving rise to a claim or claims shall never exceed the total expenses and fees charged or to be charged by the Consultant for the services provided.
The Consultant shall not be liable for loss of or damage to equipment and other items placed at its disposal by or on behalf of the Client.
Except to the extent and solely for the amount therein set out that the Consultant would be liable under Clause 6, the Client hereby undertakes to keep the Consultant and its employees, agents and sub-contractors indemnified and to hold them harmless against all actions, proceedings, claims, demands or liabilities up to the invoice value of work completed and paid for up to the date of the alleged incident whatsoever or howsoever arising which may be brought against them or incurred or suffered by them, and against and in respect of all costs, loss, damages and expenses (including legal costs and expenses on a full indemnity basis) which the Consultant may suffer or incur (either directly or indirectly) in the course of the services under these Terms & Conditions.
8. Force Majeure
Neither the Consultant nor the Client shall, except as otherwise provided in these Terms & Conditions, be responsible for any loss, damage, delay or failure in performance hereunder arising or resulting from act of God, act of war, seizure under legal process, quarantine restrictions, strikes, boycotts, lockouts, riots, civil commotions and arrest or restraint of princes, rulers or people.
The Consultant shall effect and maintain, at no cost to the Client, Professional Liability Insurance providing full coverage for such loss and damage for which the Consultant may be held liable to the Client under this Contract and shall, at the Client’s request, make immediately available to the Client copies of insurance policies to provide evidence and details of cover.
10. Consultant’s Right to Sub-contract
The Consultant shall have the right to sub-contract any of the services provided under the Terms & Conditions, subject to the Client’s right to object on reasonable grounds. In the event of such a sub-contract the Consultant shall remain fully liable for the due performance of its obligations under these Terms & Conditions.
11. Time Bar
Any claims against the Consultant by the Client shall be deemed to be waived and absolutely time barred upon the expiry one year from the submission date of the Report to the Client.
12. Jurisdiction & Law
These Terms & Conditions shall be governed by and construed in accordance with English law and any dispute shall be subject to the exclusive jurisdiction of the English Courts.