Terms and Conditions

DEFINITIONS

In these Conditions:

“Client means the Company or legal entity named in the Purchase Order

presented to regs4ships Ltd;

“Consultant” means regs4ships Ltd;

“Project” means the services to be provided as specified in the Purchase Order;

“Premises” means the location where the Project is to be performed, as specified

in the Purchase Order;

“Contract” means the Contract between the Client and the Consultant consisting

of the Purchase Order, these Conditions and any other documents (or parts

thereof) specified in the Purchase Order;

“Purchase Order” means the document setting out the Client’s requirements for

the Contract.
THE PROJECT

The Consultant shall complete the project with reasonable skill, care and diligence

in accordance with the Contract.
The Consultant shall provide the Client with such reports of his work on the

Project at such intervals and in such form as the Client may from time to time

require.
The Client reserves the right by notice to the Consultant to modify his

requirements in relation to the project and any alteration to the Contract fee or the

completion date arising by reason of such modification shall be agreed between

the parties. Failing agreement the matter shall be determined by arbitration in

accordance with the provisions of Condition 14.

CONSULTANT’S PERSONNEL

The Consultant shall make available for the purposes of the project any

individuals named on the Purchase Order as key personnel. The Consultant shall

provide the Client with a list of the names and address of all others regarded by

the Consultant as key personnel and, if and when instructed by the Client, all

other persons who may be at any time concerned with the Project or any part of it,

specifying in each case the capacities in which they are so concerned and giving

such other particulars and evidence of identity and other supporting evidence as

the Client may reasonably require. The Consultant shall obtain consent from any

individual before providing to the Client any personal information. The Client

may at any time by notice to the Consultant designate any person concerned with
the Project or any part of it as a key person. The Consultant shall not without the

prior written approval of the Client make any changes in the key personnel

referred to in this paragraph.
The Consultant shall take the steps reasonably required by the Client to prevent

unauthorised persons being admitted to the premises and/or vessel. If the Client

gives the Consultant notice that any person is not to be admitted to or is to be

removed from the Premises and/or vessel or is not to become involved in or is to

be removed from involvement in the Project the Consultant shall take all

reasonable steps to comply with such notice.
The decision of the Client as to whether any person is to be admitted to or is to be

removed from the Premises or is not to become involved in or is to be removed

from involvement in the Project or as to the designation or approval of key

personnel, and as to whether the Consultant has furnished the information or

taken the steps required of him by this Condition shall be final and conclusive.
The Client shall bear the cost of any notice, instruction, or decision of the Client

under this Condition.

FEES AND EXPENSES

The Client shall pay to the Consultant fees at the rate and at the times specified in

the Purchase Order.
The Consultant shall be entitled to be reimbursed by the Client the amount of all

expenses reasonably and properly incurred by him in the performance of his

duties hereunder subject to production of such evidence thereof as the Client may

reasonably require.
Unless otherwise stated in the Contract payment will be made within 14 days of

receipt of invoices for work completed.
Value Added Tax where applicable, shall be shown separately on all invoices as a

strictly net extra charge.

AUDIT

The Consultant shall keep and maintain until 1 year after the Contract has been

completed records to the satisfaction of the Client of all expenditures which are

reimbursable by the Client and of the hours worked and costs incurred by the

Consultant or in connection with any employees of the Consultant paid for by the

Client on a time charged basis. The Consultant shall on request afford the Client

or his representatives such access to those records as may be required by the

Client in connection with the Contract.

CORRUPT GIFTS OR PAYMENTS

The Consultant shall not offer or give, or agree to give, to any member, employee

or representative of the Client any gift or consideration of any kind as an

inducement or reward for doing or refrain from doing, or for having done or

refrained from doing, any act in relation to the obtaining or execution of this or
any other Contract with the Client or for showing or for refraining from showing

favour or disfavour to any person in relation to this or any such Contract.

All reports, other documents and materials and computer software and the

copyright or similar protection therein arising out of the performance by the

Consultant of his duties hereunder shall remain vested in the Consultant

absolutely.
The provisions of this Condition 7 shall apply during the continuance of this

Contact and after its termination howsoever arising.

INDEMNITIES AND INSURANCE

The Consultant shall indemnify and keep indemnified the Client, its servants and

agents against all actions, claims, demands, costs and expenses incurred by or

made against the Client, its servants or agents in respect of any loss or damage or

personal injury (including death) which arises from anything done or omitted to

be done under this Contract to the extent that such loss, damage or injury is

caused solely by the wilful misconduct of the Consultant, his servants or agents.

The Client accepts that the Consultant is not protected by professional liability

insurance. The Client agrees that the Consultant shall not be liable for any

consequential or incidental damages whether arising from negligence or otherwise

(including but not limited to any financial loss and loss of business or profits) or

for failure to meet any duties even if the Consultant or its representatives have

been advised of the possibility of such damages arising.
CONFIDENTIALITY

The Client shall keep secret and not disclose and shall procure that his employees

keep secret and do not disclose any information, computer software and

documents obtained by him by reason of this Contract. The provisions of this

Condition 9 shall apply during the continuance of this Contract and after its

termination howsoever arising.

TERMINATION

The Client shall notify the Consultant in writing immediately upon the occurrence

of any of the following events;

Where the Client is a company, if the company passes a resolution for winding up

or the court makes an administration order or a winding up order, or the company

makes a composition or arrangement with its creditors, or an administrative

receiver, receiver or manager is appointed by a creditor or by the court, or

possession is taken of any of its property under the terms of a floating charge.
In the occurrence of any of the events described in paragraphs 10(i) or if the Client

shall have committed a material breach of this Contract and (if such breach is

capable of remedy) shall have failed to remedy such breach within 10 days of

being required by the Consultant in writing to do so the Consultant shall be

entitled to terminate this Contract by notice to the Client with immediate effect at

which time the entire contact price shall become immediately payable by the

Client to the Consultant.
Termination under paragraphs 10(ii) shall not prejudice or affect any right of action

or remedy which shall have accrued or shall thereupon accrue to either party and

shall not affect the continued operation of Conditions 7 and 9.

ASSIGNMENT AND SUB-CONTRACTING

The Consultant shall not assign or sub-Contract any portion of the Contract

without the prior written consent of the Client. Sub-Contracting any part of the

Contract shall not relieve the Consultant of any obligation or duty attributable to

him under the Contract for these Conditions.

NOTICES

Any notice given under or pursuant to the Contract may be sent by hand or by

post or by registered post or by the recorded delivery service or facsimile

transmission or email or other means of telecommunication resulting in the

receipt of a written communication in permanent form and if so sent or

transmitted to the address of the party shown on the purchase order shall be

deemed effectively given on the day when in the ordinary course of the means of

transmission it would first be received by the addressee in normal business hours.
STATUS OF CONTRACT

Nothing in the Contract shall have the effect of making the Consultant the servant

of the Client.
ARBITRATION

All disputes, differences or questions between the parties to the Contract with

respect to any matter or thing arising out of or relating to the Contract and except

to the extent to which special provision for arbitration is made elsewhere to the

Contract, shall be referred to the arbitration of two persons one to be appointed by

the Client and one by the Consultant in accordance with the provisions of the

prevailing Arbitration Act or any statutory modification or re-enactment thereof.

The parties agree that the powers to order relief on a provisional basis under

Section 39 of the Arbitration Act 1996 shall apply.
RIGHTS OF THIRD PARTIES

The parties do not intend the terms of the Contract to be enforceable by third

parties under the provisions of the Contracts (Rights of Third Parties) Act 1999.
HEADINGS

The headings to Conditions shall not affect their interpretation.
GOVERNING LAW

These Conditions shall be governed by and construed in accordance with English

law and both the Consultant and the Client hereby irrevocably submits to the

jurisdiction of the English courts.

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