The following terms and conditions (Ts and Cs) shall constitute the entire terms and conditions between the parties and shall supersede and override all other warranties, representations and terms and conditions whether or implied, oral or written, including the Client’s standard terms.
Terms and conditions
“Company” means the entity or entities providing the services;“Client” is the party at whose request or on whose behalf the Company carries out services covered by these Ts and Cs;“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 postage and communication costs, travel, refreshments and hotel accommodation where an overnight stay is necessary. Travel over 4 hours will be in business class. Expenses will be recharged at cost plus a 5% administration fee and plus VAT where applicable;“Fees” means the fees charged by the Company to the Client and including any VAT or other local or national taxes and where applicable any Disbursements.
a. The Company shall provide its services solely in accordance with these Ts and Cs.
b. No Hill Robinson company provides legal, taxation or investment advice, and if such advice is deemed necessary, you should consult an appropriate adviser.
c. The Client will set out the services which it requires the Company to provide (the “Services”). The Company will confirm acceptance of such requests for Services, or will advise the Client what services will be performed in connection with the Client’s instructions.
d. Once the Client and the Company have agreed the scope of the Services, these shall be taken as instructions from the Client. Any changes or additions must be agreed by both parties.
e. The issue of instructions, their acceptance, any subsequent changes, additions and agreement will be made in writing, where practicable.
3. Fees & Payment Terms
a. Unless the Company has otherwise agreed, all work performed will be charged in accordance with the current rate sheet, available at https://hillrobinson.com/terms-and-conditions/ or on request, as amended from time to time.
b. The Client shall pay the Company upon presentation of an invoice (which may be raised in advance) in respect of fees for the Services provided. Interim invoices for disbursements 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 14 days of the invoice date, unless agreed otherwise.
c. Where an invoice is not paid by the due date, the Company reserves the right to charge interest on a daily basis at 4% above the London Interbank rate on amounts outstanding from the date of the invoice.
d. The Company may suspend performance of the Services and/ or terminate the Services being provided forthwith by notice to the Client should any sum due or payable remain outstanding for more than 14 days.
e. Without prejudice to any rights of recovery which the Company might have against a third party, the Company shall treat the Client as the party responsible for paying for the work done, therefore the Company shall not need to be concerned as to whether the Client considers itself to be principal or agent nor shall the Company need to confirm itself as to whether the Client is, or is not, paid by a third party.
f. Unless the Client can clearly show that the Company was negligent in the performance of its duties or such performance was not in accordance with the agreed scope of work the Client shall not be excused payment of any portion of its fees merely because the outcome of negotiations, arbitration or legal proceeding was worse than the Client’s expectations, or was not in the Client’s favour.
4. Client’s Obligations
a. The Client undertakes to ensure that full instructions are given to the Company and are provided in sufficient time to enable the Services to be performed effectively and efficiently and to procure all necessary access and support reasonably necessary for the Company to provide the Services and to ensure that all appropriate safety measures are taken to provide safe and secure working conditions.
b. If during the currency of these Ts and Cs the Client becomes aware of any claim or circumstance which might involve (or may give rise to) litigation or arbitrations concerning the Services or any other matter connected or arising from the Services, the Client is to inform the Company immediately.
c. The Client understands that the Services provided are for the benefit and use of the Client only, no liability will be accepted in respect of any other party.
d. The Company shall not be liable for the consequences of late, incomplete, inadequate, inaccurate or ambiguous instructions.
5. Company Obligations
The Company shall use reasonable care and skill in the performance of the Services in accordance with sound marine surveying and / or consulting practice as appropriate.
6. Confidentiality and employment of Company Employees
a. The Company 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 by an order of a competent court of law.
b. The Client and associated companies and persons agree not to employ or attempt to employ, staff of the Company until 12 months after such staff has left the employ of the Company. (Staff includes company employees and contractors).
7. Intellectual Property and Copyright
The right of ownership in respect to any intellectual property resulting from the performance of the work created by the Company remains the property of the Company.
8. Conflict of Interest
The Company shall promptly notify the Client of any 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 Company’s fees up to the date of notification.
i. Without prejudice to Clause 9(d), the Company 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 willful default of the Company or any of its employees or agents or sub-contractors.ii. In the event that the Client proves that the loss, damage, delay or expense was caused by the negligence, gross negligence or willful default of the Company aforesaid, then, save where loss, damage, delay or expense has resulted from the Company’s personal act or omission committed with the intent to cause same or recklessly and with knowledge that such loss, damage, delay or expense would probably result, the Company’s liability for each incident or series of incidents giving rise to a claim or claims shall never exceed €500,000.
iii. The Company shall not be liable for loss of or damage to equipment and other items placed at its disposal by or on behalf of the Client however such loss or damage occurs.
It is hereby expressly agreed that no employee or agent of the Company (including every sub-contractor from time to time employed by the Company) shall in any circumstances whatsoever be under any liability whatsoever to the Client for any loss, damage or delay of whatsoever kind arising or resulting directly or indirectly from any act, neglect or default on his part while acting in the course of or in connection with his employment and, without prejudice to the generality of the foregoing provisions in this Clause 9 (Liability), every exemption, limitation, condition and liberty herein contained and every right, exemption from liability, defence and immunity of whatsoever nature applicable to the Company or to which the Company is entitled here-under shall also be available and shall extend to protect every such employee or agent of the Company acting as aforesaid and for the purpose of all the foregoing provisions of this Clause 9 (Liability) the Company is or shall be deemed to be acting as agent or trustee on behalf of and for the benefit of all persons who are or might be their servants or agents from time to time (including sub-contractors as aforesaid) and all such persons shall to this extent be or be deemed to be parties to this Agreement
Except to the extent and solely for the amount therein set out that the Company would be liable under Clause 9(b), the Client hereby undertakes to keep the Company 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 legal costs and expenses on a full indemnity basis) which the Company may suffer or incur (either directly or indirectly) in the course of the Services under theseTs and Cs.
d. Force Majeur
Neither the Company nor the Client shall, except as otherwise provided in these conditions, be responsible for any loss, damage, delay or failure in performance hereunder arising or resulting from acts of God, acts of war or terrorism, seizure under legal process, quarantine restrictions, strikes, boycotts, lockouts, riots, civil commotions and arrest or restrain of princes, rules or people.
The Company shall effect and maintain, at no cost to the Client, Professional Liability Insurance for such loss and damage for which the Company may be held liable to the Client under these Ts and Cs.
11. Right to sub-contract
The Company shall have the right to sub-contract any of the Services but if it does so it shall remain responsible for the Services as if the Company had provided the Services itself.
12. Time Bar
Any claims against the Company shall be deemed to be waived and absolutely time barred upon the expiry of one year from the date the Services ended.
13. Termination or Suspension
a. The company has the right right to terminate the Services when:
i. Circumstances beyond the control of the Company make it unreasonable to continue with the Services, and/ or
ii. The Client is in breach of these Ts and Cs and fails to respond within 5 working days of written notification by the Company, and / or Section 3c applies
b. The Company shall have no liability for any losses of whatever nature incurred by the Client as a consequence of suspension or termination of the Services.
These Terms and 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.
15. Hill Robinson Limited
Hill Robinson Limited is licensed by the Isle of Man Financial Supervision Authority and it is this company that provides all Corporate Service work. Additional Terms and Conditions for Corporate Services apply to Corporate Services provided by Hill Robinson Limited (licensed by the Isle of Man Financial Supervision Authority) and these are available on our website or provided on request.