1. General
Unless otherwise agreed in writing by HanseUK Marine Consultants Ltd (HUK) these “Terms and Conditions” shall constitute the entire Agreement between the Client and HUK.
2. Scope of Work
(a) HUK hereby agrees to provide services in accordance with the Client’s instructions as set out in the Job confirmation message. (the Service)
(b) HUK 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, HUK will advise the Client what effect this variation will have on the cost and completion date of the Services.
3. Performance
(a) HUK will provide the Services to the best of their ability, exercising reasonable care and skill at all times. All reports should be provided directly from HUK. In the unlikely event that HUK needs to employ subcontractors and in the event that the sub-contractors report directly to the Client, then HUK are under no liability to the Client for anything that is said nor for any of the matters contained in the report of the subcontractors.
(b) HUK shall not be liable to the Client for any failure to meet any time limit agreed for supplying the Services.
4. Liability
(a) Any errors or omissions in the Services provided by HUK will be corrected as soon as practicable and if correction is reasonable, provided the errors or omissions are reported to HUK notice in writing within 12 months of completion of the Services. Where the notice is not given to HUK within the time allowed, HUK shall be under no duty to make any such corrections.
(b) HUK operate in an advisory capacity at all times and are not responsible for any loss or damage that may arise when such advice is ignored, misinterpreted or incorrectly carried out by any party or person not connected with HUK.
(c) In the event that any claim is made against HUK arising out of the Services, HUK shall under no circumstances whatsoever be liable for an amount exceeding an amount equal to 5 times the fee paid by the Client for the relevant part of the work and in any event not exceeding UK£0.5million.
(d) HUK shall have no liability in any circumstances whether in contract, tort or otherwise, including but not limited to liability for negligence, for any loss of revenue, business, anticipated savings or profits or for any loss of use or value for any indirect or consequential loss. Such exclusion of liability shall apply regardless of whether any such losses arise by reason of matters which might reasonably be expected to be in the contemplation of HUK or from matters which HUK have special and particular knowledge.
(e) Any report reproduced or services provided in accordance with the agreed Service are intended solely for the use of the Client and will not be further distributed, circulated or published without the express agreement of HUK in writing.
(f) Where proceedings have not been commenced in accordance with Clause 12 of these Terms & Conditions, in respect of any claim arising out of or in connection with the Services, within 12 months after the completion of the Services, all liabilities of HUK in respect of such claims shall automatically cease and there shall thereafter be an absolute bar to proceeding with any such claim against HUK.
(g) HUK shall have no liability whatsoever for any damage or injury caused unless caused by gross negligence or willful misconduct.
5. Disclaimer
In compiling any reports HUK may have relied on information supplied by the Client and/or by third parties which has not been verified and HUK accept no liability for any consequences whatsoever arising from the inaccuracy of such information.
6. Conflict of Interest
Where a potential conflict of interest arises HUK will, once they become aware of the situation, immediately advise all parties and will take whatever steps are appropriate in the circumstances.
7. Quality of Service
If the Service falls short of the Client’s expectations, the matter should be referred to a Director of HUK. The Director will make every effort to ensure that the Client’s concerns are dealt with carefully and quickly.
8. Information
(a) All information supplied by the Client will be treated as confidential by HUK.
(b) Unless otherwise agreed in writing by HUK, the ownership of, and the rights to, copyright, design or intellectual property arising out of the Services shall remain with HUK.
9. Prices
(a) Any estimate or quotation given in the “Job Acceptance Message” 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 HUK for all fees and expenses incurred in respect of the Services provided. HUK will not normally provide an itemized breakdown of costs, but will be pleased to do so at the request of the Client.
(e) A 5% surcharge will be charged for all flights arranged by HUK and we reserve the right to use Business Class flights for flights over 5 hours long.
10. Payment
(a) Payment is generally in advance unless otherwise agreed.
(b) Interim invoices will be raised on a monthly basis. Final invoices will be raised on completion of the Services. All invoices will be paid in full within 15 days of the invoice date.
(c) Where an invoice is not paid by the due date, HUK reserves the right to charge interest at 2% above the London Interbank rate on amounts outstanding from the date of the invoice.
11. Non-Compete
The Client, their subsidiaries or any other party affiliated with such agrees NOT to enter into any private agreement with HUK Consultants without notifying and in agreement with HUK.
12. Termination
HUK have the right to terminate this Agreement where:
(a) Circumstances beyond the control of HUK 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 HUK.
13. Law
These Terms & Conditions and all matters arising out of or in connection with them and the Services shall be subject to the Laws of England and Wales and be subject to the exclusive jurisdiction of the English Courts.