seawing
 

Terms & Conditions

SEAWING (EUROPE) LIMITED

GENERAL TERMS AND CONDITIONS

1. General

Unless otherwise agreed in writing by Seawing (Europe) Ltd. ("Seawing") the "Acceptance Letter" and these "General Terms and Conditions" shall constitute the entire "Agreement" between the "Client" and Seawing. 

2. Scope of Work

a) Seawing hereby agree to provide services in accordance with the Client's instructions as set out in the "Acceptance Letter" ("the Services").

b. Seawing will not vary the scope of the work unless instructed to do so by the Client. Where a variation in the scope of work is requested, Seawing will advise the Client what effect this variation will have on the cost and completion date of the Services.

3. Performance

a) Seawing will provide a consultant or consultants of suitable qualifications and experience in line with the Agreement. 

b) Should it emerge that other specialist skills are required, Seawing will use reasonable endeavours to supply such skills if requested to do so by the Client at an additional price to be agreed. 

c) If for any reasons beyond Seawing the reasonable control of Seawing its consultant(s) cannot fulfil their duties according to the Agreement within the designated time frame, Seawing will inform the Client of the fact as soon as reasonably possible and put forward a revised proposal. Seawing shall not be liable for any inability to fulfil the Assignment in these circumstances. 

4. Payment

a) The Client shall pay Seawing the fee set out in the Agreement, plus any VAT and other taxes (where applicable) specified within 30 days of the date of the invoice. 

b) Any delay in payment shall entitle Seawing to interest at 8% above the Base Lending Rate of the Bank of England prevailing at the time of default. 

5. Obligations & Responsibilities 

a) Client: The Client undertakes to ensure that full instructions are given to Seawing and are provided in sufficient time to enable the required Services to be performed effectively and efficiently and to procure all necessary access for Seawing to goods, premises, vessels, installations and transport and to ensure that all appropriate safety measures are taken to provide safe and secure working conditions. Seawing shall not be liable for the consequences of late, incomplete, inadequate, inaccurate or ambiguous instructions. 

b) Seawing: shall use reasonable care and skill in the performance of the services in accordance with sound marine surveying/consulting practice. 

c) Reporting: Seawing shall submit a final written Report to the Client following completion of the agreed Services describing Seawing'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. 

d) Confidentiality: Seawing 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 save where required to do so by an order of a competent court of law.

e) Property: The right of ownership in respect of all original work created by Seawing remains the property of Seawing. 

f) Conflict of Interest/Qualifcation: Seawing 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 Seawing to continue its involvement with the appointment. The Client shall be responsible for payment of Seawing's Fees up to the date of notification.

6. Liability

a) Without prejudice to Clause 7, Seawing 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 provided to have resulted solely from the negligence, gross negligence or wilful default of Seawing or any of its employees or agents or subcontractors. 

b) In the event that the Client proves that the loss, damage, delay or expense suffered was caused by the negligence, gross negligence or wilful default of Seawing aforesaid, then, save where loss, damage, delay or expense has resulted from Seawing personal act or omission committed with the intent to cause same or recklessly and with knowldge that such loss, damage, delay or expense would probably result, Seawing's liability for each incident or series of incidents giving rise to a claim or claims shall never exceed a sum calculated on the basis of three times Seawing's charges or £30,000 whichever is the greater.

c) Without prejudice to (a) and (b) above, Seawing shall not be liable for loss of or damage to physical equipment and property placed at its disposal by, or on behalf, of the Client however such loss or damage occurs, unless such loss or damage was caused by act or omission committed with intent to cause some or recklessly with knowledge that such loss or damage would probably result. 

7. Indemnity 

Except to the extent and solely for the amount therein set out that Seawing would be liable under Clause 6, the Client hereby undertakes to keep Seawing and its employees, agents and sub-contractors indemnified and to hold them harmless against all actions, proceedings, claims, demands or liabilities 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, but not limited to, legal costs and expenses on a full indemnity basis) which Seawing may suffer or incur (either directly or indirectly) in the course of the Services under these Conditions. 

8. Force Majeure

Seawing and/or the Client shall not, except as otherwise provided in these Conditions, be responsible or have any liability for any loss, damage, delay or failure in performance hereunder arising or resulting from act of God (including, but not limited to earthquake, flood, tsunami, volcano, hurricane, tropical storm, cyclone, blizzard or other similar event), act of war, terroist attack, nuclear contamination, seizure under legal process, epidemic quarantine restrictions, strikes, boycotts, lockouts, riots, civil commotions and arrest or restraint of princes, rulers or people. Following a force majeure event either party may serve notice on the other to terminate the agreement. 

9. Insurance

Seawing shall effect and maintain, at no cost to the Client, Professional Liability Insurance for such loss and damage for which Seawing may be held liable to the Client under these terms and conditions. 

10. Seawing's Right to Sub-contract

Seawing shall have the right to sub-contract any of the services provided under the Conditions, subject to the Client's right to object on reasonable grounds. In the event of such a subcontract Seawing shall remain fully liable for the due performance of its obligations under these Conditions. 

11. Time Bar

Any claims against Seawing and its employees, agents and sub-contractors the by the Client shall be deemed to be waived and absolutely time barred upon the expiry of one year from the submission date of the Report to the Client. 

12. Disclaimer

In compiling any reports Seawing may have relied on information supplied by the Client and/or by third parties which has not been verified and Seawing accept no liability for any consequences whatsoever arising from the inaccuracy of such information.

13. Quality of Service

Seawiing will exercise due care and skill in performance of its work in accordance with sound surveying and consultancy practice. If the Service falls short of the Client's expectations, the matter should be referred to a Director of Seawing. The Director will make every effort to ensure that the Client's concerns are dealt with carefully and quickly.

14. Information 

a) All information supplied by the Client will be treated as confidential by Seawing.

b) The rights of ownership in respect of all photographic negatives, files, video recordings, models and other original work including the ownership of, and the rights to, copyright, design, or intellectual property arising out of the Services and/or created by Seawing shall remain vested in Seawing unless otherwise agreed in writing. 

15. Prices

a) Any estimate or quotation given in the "Acceptance Letter" will remain valid for 30 days from the date of the letter.

b) VAT and other local or national taxes are excluded and will be charged at the prevailing rate where appropriate. 

c) Travelling and delay time will be charged according to the applicable daily rate.

d) The Client will be liable for and will reimburse Seawing for all fees and expenses incurred in respect of the Services provided. Seawing will not normally provide an itemised breakdown of costs, but will be pleased to do so at the request of the Client. 

16. Termination

Seawing have the right to terminate this Agreement where:

a) Circumstances beyond the control of Seawing make it unreasonable to continue with the Services.

b) The Client is in breach of this Agreement and fails to respond within 5 working days of written notification by Seawing. 

17. Third Party Rights

No term of the Agreement is actionable or enforceable under the Contracts (Rights of Third Parties) Act 1998 by a person who is not a party to the Agreement. 

18. Law and Jurisdiction

The Acceptance Letter and Terms & Conditions and all matters arising out of or in connection with them and the Services are subject to the Laws of England and Wales and are subject to the exclusive jurisdiction of the English Courts.