“Client” means the party at whose request or on whose behalf the Company provides services.

“Company” means Offing Marine & Offshore Consultants (A Business of Offing Group Limited)

The Client will set out in writing the services which it requires the Company to provide. The Company will confirm in writing acceptance of those instructions, or alternatively, what services the Company is willing to perform in accordance with the Client’s instructions.

In the event that the Services involves the survey of a vessel or any work or services to or concerning a product or article any of which contain latent defects which were not apparent at the time that the vessel was surveyed and could not reasonably have been expected to have been discovered by such survey (either by reason of lack of access to a vessel part, limited availability of time or otherwise) then the Company shall have no liability therefore.

Once the Company and the Client have agreed what services are to be performed, any subsequent variations must be promptly agreed in accordance with a procedure agreed between the parties. This shall be the means of a contract variation form specifying technical and commercial details, any variation of the delivery date and/or the deliverables as well as any additional costs involved. In the event of any delay in the Client signing the contract variation form, the Company shall be entitled to stop work until the contract variation has been signed and returned to the Company. Email confirmation will be accepted in lieu of a signed agreement.

The Company may offer to perform the work on an hourly or daily fee rate. The Company may also agree to a fixed lump-sum fee. Fees does NOT include Expenses towards travel, logistics, courier or any other incidentals.

1. The Client shall settle the Company’s invoices punctually and in any event not later than 30 days following the relevant invoice date. If any part of an invoice is genuinely in dispute, the Client shall notify the Company immediately upon receipt of invoice.
2. In any case where an invoice is more than 45 days overdue, the Company may stop work or withhold any deliverables on the contract which relates to the overdue invoice.
3. If the Company’s advice or Services relate to a claim or a defense which may result in protracted discussions and/or litigation or any other protracted matter, the Company will submit interim invoices or pro forma invoices at regular intervals.

Both parties undertake not to disclose any information provided in confidence by the other party to any third party and the receiving party shall not permit access to such information by any third party

Ownership rights to intellectual property resulting from the performance of the work created by the Company shall vest in and remain the property of the Company. The Client may disclose the report or document to a third party for whose benefit the instruction/contract was specifically commissioned.

The Company shall promptly notify the client of any matter, including conflict of interest, which would render it undesirable for the Company to continue its involvement with the appointment. The Client shall be responsible for payment of the fees due to the Company up the date of notification.

The Company’s maximum liability for professional negligence shall be limited to the amount of fees paid for the particular assignment / project. Any claims against the Company 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.

1. The Company or the Client may without prejudice to any other rights it may have hereunder terminate this Agreement forthwith by giving notice in writing to the other party.
   1. In the event of war, hostilities, civil war, rebellion, revolution, insurrection or other disturbance occurring in the Client’s or Company’s country or at a location where the work is to be performed.
   2. If the other party shall commit any material breach of the terms of this Agreement on its part to be observed or performed.
   3. If the other party compounds with or negotiates for any composition with his creditors generally or permits any judgement against the said “other party” to remain unsatisfied for 7 days.
   4. Being a company, the Client or Company shall call a meeting of its creditors or to have a receiver appointed over all or any of its assets or enter into any liquidation.
   5. Being an individual, the Client shall die or have a receiving order made against them or become bankrupt.
2. In the event that the Client shall be in breach of its obligations under this Agreement, the Company shall have the following options:
   1. without prejudice to its entitlement to claim compensation for all work done (including work in progress) for all costs irrevocably incurred and for loss of profits, to terminate this Agreement by giving 14 days notice in writing to the Client of its intention so to do
   2. OR alternatively to claim compensation from the Client in respect of the breach and in respect of any additional costs incurred as a result thereof and an extension of time to complete the Services where appropriate
   3. OR to renegotiate this Agreement.