BRITTANY OFFSHORE LTD: STANDARD TERMS AND CONDITIONS OF CONTRACT
1. DEFINITIONS
(a) Brittany Offshore Ltd is the surveying/consultants trading under these conditions.
(b) “Principal (Also known as the Client)” Is the party at whose request or on whose behalf the Company performs services.
(c) “Fee’s” means the fees charged by the Company to the Client, including any applicable tax.
(d) “Report” means any report or statement supplied by the Contractor in connection with instructions.
(e) “Force Majeure" means an act of God, strike, lockout or other interference with work, war (declared or undeclared), blockade, disturbance, lightning, fire, earthquake, storm, flood, explosion, Epidemic, Pandemic, governmental or semi-governmental intervention, direction or embargo, unavailability or delay in availability of equipment or transport, inability or delay in obtaining Governmental Agency approvals, consents, permits, licenses, authorities or allocations, and any other cause whether of the kind specifically enumerated above or otherwise which is not reasonably within the control of the Party affected.
(f) “APC” Acceptance Proposal / Contract.
(g) “Services” The type of service required by the Principal.
(h) “Party - Parties”means a party to all resulting contracts, agreements and other arrangements.
2. GENERAL
Unless otherwise agreed in writing by Brittany Offshore Ltd the "Acceptance Proposal / Contract" and these "Terms and Conditions" shall constitute the entire Agreement between the Principal and Brittany Offshore Ltd.
3. SCOPE OF WORK
(a) (Brittany Offshore Ltd hereby agree to provide services in accordance with the Principals instructions as set out in the "APC" ("the Services").
(b) Brittany Offshore Ltd will not vary the scope of the work unless instructed to do so by the Principal. Where a variation in the scope of work is requested, the Principal must send any variation by email, Brittany Offshore Ltd will advise the Principal by email what effect this variation will have on the cost and completion date of the Services.
4. PERFORMANCE
(a) Brittany Offshore Ltd 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 Brittany Offshore Ltd. In the unlikely event that Brittany Offshore Ltd needs to employ sub-contractors and in the event that the sub-contractors report directly to the Principal, then Brittany Offshore Ltd are under no liability to the Principal for anything that is said nor for any of the matters contained in the report of the sub-contractors.
(b) Brittany Offshore Ltd shall not be liable to the Principal for any failure to meet any time limit agreed for supplying the Services.
5. LIABILITY
(a) Any errors or omissions in the Services provided by Brittany Offshore Ltd will be corrected as soon as practicable and if correction is reasonable, provided the errors or omissions are reported to Brittany Offshore Ltd by notice in writing within 3 months of completion of the Services. Where the notice is not given to Brittany Offshore Ltd within the time allowed, Brittany Offshore Ltd shall be under no duty to make any such corrections.
(b) Brittany Offshore Ltd 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 Brittany Offshore Ltd.
(c) In the event that any claim is made against Brittany Offshore Ltd arising out of the Services, Brittany Offshore Ltd shall under no circumstances whatsoever be liable for an amount exceeding an amount equal to the fees paid by the Client for the relevant part of the services and in any event not exceeding US$5,000.
(d) Brittany Offshore Ltd 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 Brittany Offshore Ltd or from matters which Brittany Offshore Ltd 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 Principal and will not be further distributed, circulated or published without the express agreement of Brittany Offshore Ltd in writing.
(f) Where proceedings have not been commenced, in accordance with Clause 14 of these Terms & Conditions, in respect of any claim arising out of or in connection with the Services, within 6 months after the completion of the Services, all liabilities of Brittany Offshore Ltd in respect of such claims shall automatically cease and there shall thereafter be an absolute bar to proceeding with any such claim against Brittany Offshore Ltd.
(g) Brittany Offshore Ltd shall have no liability whatsoever for any damage or injury caused in connection with a service provided. Notwithstanding the foregoing, all Brittany Offshore Ltd employees will take all reasonable precautions when carrying out their duties.
6. DISCLAIMER
In compiling any reports Brittany Offshore Ltd may have relied on information supplied by the Principal and/or by third parties which has not been verified and Brittany Offshore Ltd accept no liability for any consequences whatsoever arising from the inaccuracy of such information.
7. CONFLICT OF INTEREST
Where a potential conflict of interest arises Brittany Offshore Ltd will, once they become aware of the situation, immediately advise the Principal and will take whatever steps are appropriate in the circumstances.
8. QUALITY OF SERVICE
If the Service falls short of the Principal’s expectations, the matter should be referred to the Director of Brittany Offshore Ltd. The Director will make every effort to ensure that the Principal’s concerns are dealt with carefully and quickly.
9. CONFIDENTIALLY & INTELLECTUAL PROPERTY
(a) All information supplied by the Principal will be treated as confidential by Brittany Offshore Ltd.
(b) Unless otherwise agreed in writing by Brittany Offshore Ltd, the ownership of, and the rights to, copyright, design or intellectual property arising out of the Services shall remain with Brittany Offshore Ltd.
10. FEE’S
(a) Any estimate or quotation given in the "APC" will remain valid for 30 days from the date of the letter.
(b) All fee’s quoted will be in USD (Unless the Principal requests a different currency, then OANDA currency converter (Date of APC) will be used to determine the exchange from USD)
(c) VAT and other local or national taxes are excluded and will be charged at the prevailing rate where appropriate.
(d) Travelling and delay time will be charged according to the applicable daily rate determined in the “APC”
(e) A fixed rate for the survey or daily rate may be applicable determined in the “APC”
(f) The Principal will be liable for and will reimburse Brittany Offshore Ltd for all fees and expenses incurred in respect of the Services provided. Brittany Offshore Ltd will not normally provide an itemized breakdown of costs, but will be pleased to do so at the request of the Principal.
11. 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 30 days of the invoice date.
(c) Where an invoice is not paid by the due date, Brittany Offshore Ltd reserves the right to charge interest at 8% above the London Interbank rate on amounts outstanding from the date of the invoice.
12. INSURANCE
Brittany Offshore Ltd shall effect and maintain professional indemnity insurance for such loss and damage for which the Company may be held liable to the Principal under these Conditions.
13. TERMINATION
Brittany Offshore Ltd have the right to terminate this Agreement where:
(a) Circumstances beyond the control of Brittany Offshore Ltd 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 Brittany Offshore Ltd.
(c) Force Majeure
A Party will not be liable for a failure to fulfil an obligation pursuant to these terms and conditions if and to the extent to which fulfilment has been delayed, interfered with or prevented by Force Majeure provided always that this clause shall not apply to an obligation to pay money unless that obligation to pay money has been delayed, interfered with or prevented by the imposition of exchange controls or by the actions of a Governmental Agency.
A Party intending to seek relief under this clause will, before the occurrence of a circumstance of Force Majeure if it is predicted, and in any case as soon as reasonably practicable after learning of the happenings of a circumstance of Force Majeure:
(a) Inform the other Party of a predicted circumstance and notify them of the happening of an actual circumstance, and in each case furnish reasonably full particulars thereof; and
(b) Give the other Party an estimate of the period of time required to enable it to resume full performance of its obligations.
A Party seeking to rely on Force Majeure must use reasonable endeavors in all the circumstances:
(a) To eliminate the circumstance of Force Majeure relied on to enable it to resume full performance of its obligation; and
(b) To minimize the effects of the circumstances of Force Majeure,
Provided however that the settlement of a strike or any other kind of labour dispute will be made by the Party concerned in its discretion.
14. 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 Hong Kong.