1. DEFINITONS ‘Consultant’ means Oceanic Consulting and its legal successors. ‘Client’ means the person, firm, company or organisation for whom the Consultant is performing the Services. ‘Agreement’ means the contract referred to in Clause 2. ‘Services’ means the services to be performed by the Consultant in accordance with the proposal from the Consultant. ‘Project’ means the project or works for which the Client has commissioned the Services
2. GENERAL Unless and until a formal agreement is entered into, the Client’s acceptance of the proposal for Services from the Consultant or a request for some or all the Services to be performed by the Consultant, shall constitute a binding contract between the Client and the Consultant which contract will be subject to any terms and conditions contained or referred to in the aforementioned proposal and these terms and conditions. In the event of any conflict, the terms and conditions in the proposal shall prevail over these terms and conditions. The Agreement so formed shall supersede all previous understandings, commitments or agreements whether written or oral between the Client and the Consultant relating to the subject matter hereof. No person or entity shall have any rights in relation to this Agreement, whether as third parties or otherwise, save the parties to this Agreement. Should any term or condition of this Agreement be held to be unenforceable then such term or condition shall be disregarded and the remaining terms and conditions shall remain in full force and effect.
3. PERFORMANCE OF SERVICES AND SCOPE The Consultant shall perform the Services using the degree of skill care and diligence to be expected from a consultant experienced in the provision of services of similar scope size and complexity. The Consultant shall use reasonable endeavours to complete the Services within the time or programme agreed but shall not be responsible for any delay beyond reasonable control of the Consultant.
The fee contained in the proposal is for the scope of works as defined therein. If not already contained in the proposal the Consultant and the Client shall agree as an initial activity an integrated project consulting programme to include the activities of all the parties to the Project relevant to the Services to be supplied by the Consultant. The aforesaid programme shall show the key dates for final information and the delivery of such to the Consultant so as to enable the Consultant to carry out the work in an efficient once through manner to achieve the programme delivery dates for the Services.
Where the Consultant is required by the Agreement to perform “pre-tender” design services the Client shall determine the element of the project to be designed and the level of detail and refinement required for each element. The Client agrees that such “pre-tender” work will be commensurate with the information available at the time and that the work may require changes and/or additions when such is finally completed. The Client accepts that any reliance placed on the incomplete elements of the work shall be at the Clients risk. Where any element of the fee for work already carried out is deferred to a later stage of the Project such element shall become payable immediately should the Client not proceed with the Project for any reason.
4. CONFIDENTIALITY AND INTELLECTUAL PROPERTY RIGHTS The Consultant and the Client shall keep confidential all information pertaining to the Services. Copyright for all reports, documents and the like produced by the Consultant in the performance of the Services shall remain vested with the Consultant but the Consultant shall grant an irrevocable royalty free license to the Client to use such reports, documents and the like for any purpose in connection with the Project.
5. LIABILITY
(i) The Consultant shall not be liable to pay compensation to the Client arising out of or in connection with this Agreement only if a breach of the duty of care in Clause 3 is established against the Consultant.
(ii) Notwithstanding any other term to the contrary in the Agreement or any related document including any other contract in connection with the Project which the Consultant is a party to and whether the cause of action for any claim arises under or in connection with the Agreement or any other contract as aforesaid in contract or in tort, in negligence or for breach of statutory duty or otherwise the Consultant shall have no liability to the Client or to any such other party to such other contracts as aforesaid in respect of any claim for loss or damage arising from acts of war or terrorism, or from nuclear/radioactive emissions or arising from any incidence of toxic mould or asbestos but otherwise in relation to any and all causes of action as aforesaid the total liability of the Consultant in the aggregate for all claims shall be limited to a sum equivalent to ten (10) times the fee payable under the Agreement or £1,000,000, whichever is lesser, (or where the damage relates to contamination or pollution the total liability of the Consultant as aforesaid shall be limited to £250,000) or such other sum as may be expressly stated in the Consultant’s proposal, and further but without prejudice to the aforesaid limit of liability any such liability of the Consultant shall be limited to such sum or sums as it would be just and equitable for the Consultant to pay having regard to the Consultant’s responsibility for the same and on the basis that all other parties appointed or to be appointed by the Client to perform related services in connection with the Project shall be deemed to have provided undertakings on terms no less onerous than this Agreement and shall be deemed to have paid to the Client such contribution as it would be just and equitable for them to pay having regard to their responsibility for any loss or damage in any way which may be prejudicial to the Consultant’s liability under this clause. Nothing in this clause shall operate to exclude or limit the Consultant’s liability for death or personal injury.
(iii) The Client shall indemnify and keep indemnified the Consultant from and against all claims, demands, proceedings, damages, costs and expenses arising out of or in connection with this Agreement or the Project arising from acts of war or terrorism or from nuclear/radioactive emissions or arising otherwise in excess of the liability of the Consultant under this Agreement or which may be made in respect of events occurring after the expiry of the period of liability stated in this Agreement.
(iv) No action or proceedings under or in connection with this Agreement shall be commenced against the Consultant after the expiry of one year from completion of the Services.
(v) The Consultant at its discretion may issue warranties to third parties but subject always to a condition that the aggregate liability of the Consultant arising across all warranties and this Agreement shall not exceed the total liability stated in this clause 5.
6. INSURANCE The Consultant shall arrange Professional Indemnity Insurance cover for the amount stated in Clause 5(ii). The Consultant will use all reasonable endeavours to maintain Professional Indemnity Insurance cover for the period stated in 5 (iv) above, providing such insurance remains available to the Consultant at commercially reasonable rates and terms.
7. CLIENT’S OBLIGATIONS The Client shall supply, without charge and in such time so as not to delay or disrupt the performance of the Consultant in carrying out the Services, all necessary and relevant information, in his possession or available to him from his other agents or consultants and all necessary approvals or consents.
8. PAYMENT
(i) The Client shall pay the Consultant for the Services in accordance with the proposal and this Agreement. If the Consultant performs any additional services or if the Services are delayed or disrupted for reasons beyond the reasonable control of the Consultant then the Consultant shall be entitled to such additional fees as are fair and reasonable in the circumstances. The Consultant may render an invoice at monthly intervals for services properly performed. The agreed invoice, or in the event of a dispute the undisputed element, shall be paid within 7 working days of receipt of the invoice by the Client (the final date for payment). If payment is not received by the final date for payment the Consultant may suspend performance of the Services until such time as payment is properly made.
(ii) The Client shall not withhold any payment of any sum or part sum due to the Consultant unless the amount to be withheld has been agreed between the Client and the Consultant as due to the Client or such sum arises from an award in adjudication, arbitration or litigation in favour of the Client and arises under or in connection with the Agreement. Save as aforesaid all rights of set off at common law, in equity or otherwise which the Client may otherwise be entitled to exercise are hereby expressly excluded.
9. TERMINATION If a party is in breach of a material term of this Agreement and despite written notice from the other party fails to remedy such breach within 30 days or such other period as may be agreed between the parties, then the other party shall be entitled to terminate this Agreement forthwith.
10. DISPUTE RESOLUTION The parties shall attempt to resolve any difference or dispute between them by mutual agreement. If such cannot be resolved then any dispute arising out off or in connection with this Agreement, including any question regarding its existence, validity or termination shall be referred to and finally resolved by arbitration under the Rules of the LCIA, which Rules are deemed to be incorporated by reference into this clause. The number of arbitrators shall be one and the place of arbitration shall be Scotland.
11. REFUNDS & CANCELLATIONS In general all ticket/services purchased are non-transferable and only in certain cases refundable Genuinely can’t make it to an event?
If for any reason you cannot make it to an event, please let us know and we will be more than happy to consider request for event you have purchased tickets for.
In some instances, as the event organisers we may grant a refund, partial refund or a free transfer to a forthcoming event. However, this decision is at the managements discretion.
12. PRIVACY POLICY We do not store credit card details nor do we share customer details with any 3rd parties.
We use client information pertaining to our services only for the following purposes:
– Statistical purposes to improve our services
– Serve website content and advertisements to clients
– Administer the client accounts
– If client consent granted, to notify clients of our services, products or special offers that may be of interest to the client.
Client agrees not to object to us contacting client for any of the above purposes whether by telephone, email or in writing and client confirm that client do not and will not consider any of the above as being a breach of any of your rights under the Privacy and Electronic Communications (EC Directive) Regulations 2003.
13. COMPLIANCE WITH LAWS This Agreement shall be governed by and construed in accordance with the law of Scotland unless otherwise agreed.