ALAIS Surveys Ltd. operates under the below listed Terms and Conditions
“Surveyor/Consultant” is the Surveyor/Consultant trading under these conditions.
“Client” is the party at whose request or on whose behalf the Surveyor/Consultant undertakes surveying services.
“Agreement” is the agreement between the Surveyor/Consultant and the Client constituted by the attached survey contract letter of instruction and or invoice and incorporating inter alia these terms and conditions.
“Report” means any report or statement supplied by the Surveyor/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 travel, refreshments and hotel accommodation where an overnight stay is necessary.
"Fees" means the fees charged by the Surveyor/Consultant to the Client and including any value added tax where applicable and any Disbursements
Delegate(s) means (i) employees and agents of the Surveyor/Consultant (ii) any person to whom the performance of work or services under the Agreement is delegated or sub-contracted by the Surveyor and (iii) any such person’s employees and agents.
The Surveyor/Consultant shall provide its services solely in accordance with these terms and conditions.
Neither party shall transfer or assign its rights or obligations under the Agreement without the prior written consent of the other party, provided that:
The Client may transfer any or all of its rights or obligations under the Agreement to any of its affiliate companies, in which case the Client shall procure the acceptance by the assignee of the terms, conditions, exceptions of the Agreement.
4. Delegation / Surveyor’s Right to Sub-contract
If the Surveyor/Consultant considers it more efficient or convenient, the Surveyor/Consultant may, subject to the Client's right to object on reasonable grounds, procure advice, assistance and sub-contract services, which it renders under the Agreement, from other persons and may in its discretion delegate performance of one or more obligations under the Agreement.
a) The Client shall pay the Surveyor/Consultant's Fees punctually in accordance with these 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.
b) Any payments overdue by the Client shall bear compound interest from the due date until payment at a rate of one per cent per week.
c) Except where there are self-evident errors in the invoice, payment shall be made by the Client notwithstanding any disputes relating to the billings. Any adjustments consequent upon settlement of such disputes shall be made within thirty days following agreement of settlement.
d) Where any payment becomes overdue by more than one month from date of invoice, The Surveyor/Consultant shall without prejudice to any of its other rights, be entitled to terminate this Agreement, whereupon payment will become due for the value of work done up to the date of termination.
e) In the event any unforeseen problems or expenses arise in the course of carrying out the services the Surveyor/Consultant shall endeavour to inform the Client and shall be entitled to charge additional fees to cover extra time and cost necessarily incurred to complete the services.
6. Obligations and Responsibilities
The Client undertakes to ensure that full instructions are given to the Surveyor/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 Surveyor/Consultant to goods, premises, vessels, installations and transport and to ensure that all appropriate safety measures are taken to provide safe and secure working conditions.
The Surveyor/Consultant shall not be liable for the consequences of late, incomplete, inadequate, inaccurate or ambiguous instructions.
The Surveyor/Consultant shall use reasonable care and skill in the performance of the services in accordance with sound marine surveying/consulting practice.
The Surveyor/Consultant shall submit a final written Report to the Client following completion of the agreed services describing the Surveyor’s/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 Client undertakes to keep confidential any confidential information disclosed to it by the Surveyor/Consultant and not to disclose the same either complete or in part to any third party (including subsidiary companies, holding companies or associate companies) without the Surveyor/Consultant’s prior written approval, such undertaking to continue notwithstanding the expiry or termination of the Agreement for so long as the information in question has not:
(a) Become part of the public knowledge or literature without default on the part of The Client, or
(b) been disclosed to the Client by the third party (other than one disclosing on behalf of the Surveyor/Consultant) whose possession of such information is lawful and who is under no secrecy obligation with respect to the same; or for a period of 10 years from the date the Agreement terminates, whichever is the sooner.
The Surveyor/Consultant undertakes to keep confidential any confidential information disclosed to it by the Client and the Surveyor/Consultant shall be liable to the same constraints as imposed by Clause 6.4.1. (a) on the Client.
The right of ownership in respect of all original work created by the Surveyor/Consultant remains the property of the Surveyor/Consultant.
6.6. Conflict of Interest / Qualification
The Surveyor/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 Surveyor to continue its involvement with the appointment.
The Client shall be responsible for payment of the Surveyor's fees up to the date of notification.
7. Liability and Indemnity
The Surveyor/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 Surveyor/Consultant or any Delegate.
(a) If any work or services under the Agreement are negligently performed or omitted then so far as may be reasonably practicable, the Surveyor/Consultant at its own expense will cause such work and services to be correctly performed.
(b) The Client shall not sue any Delegate for any loss or damage of any nature whatsoever suffered by the Client and connected with performance of the Agreement. The Client’s sole remedy shall be against the Surveyor/Consultant under this Clause 7.
(c) The total liability of the Surveyor/Consultant to the Client for breach of the Agreement and the total third party liability of the Surveyor/Consultant and Delegates, shall not for any reason whatsoever (including negligence) in aggregate over the duration of the Agreement exceed an amount equal to one times the total fees paid and payable by the Client to the Surveyor/Consultant.
(d) If the Surveyor/Consultant or any Delegate does incur third party liability of any nature whatsoever arising out of or connected with performance of the Agreement, then (subject to Clause 7(e) below) the Client shall indemnify the Surveyor/Consultant, or such Delegate, against such third party liability and costs and expenses relating thereto, and this indemnity shall apply even if the third party claim was based on negligence. Further to the extent that the Surveyor/Consultant may have indemnified any Delegate against such third party liability, costs or expenses (which the Surveyor/Consultant at its sole discretion shall be entitled to do) then the Client shall thereupon be liable to indemnify the Surveyor/Consultant accordingly.
(e) Where the reason for third party liability mentioned in Clause 7(d) was the negligence of the Surveyor/Consultant, or of any Delegate, then the Client’s indemnity under Clause 7(d) shall apply above the limit of liability mentioned in Clause 7(c) and the Surveyor/Consultant shall be liable up to such limit.
(f) In entering into the agreement contained in Clause 7, the Surveyor/Consultant contracts both on its own behalf and as agent on behalf of Delegates and also as trustee for their benefit.
(g) Neither party shall be liable to the other for indirect or consequential damages resulting from or arising out of the Agreement including, but not limited to, loss of use of property, loss of profits, loss of product or business interruption.
8. Force Majeure
Neither party to the Agreement shall be in breach of any obligation hereunder (other than the obligations of the Client to make payment of any monies due to the Surveyor/Consultant insofar as performance thereof has been delayed, hindered, interfered with or prevented by any circumstances beyond its reasonable control.
9. Time Bar
Any claims against the Surveyor/Consultant 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.
10. Applicable Law and Arbitration
These Conditions shall be used for resolving all claims or disputes arising out of or connected with The Agreement (whether based on contract, tort, or any other legal doctrine). Any such claim or dispute not settled by negotiation or the local law shall be settled by arbitration in London under the rules of the London Court of International Arbitration.