Atlantic58 Terms and Conditions
Atlantic58 Ltd. (formerly trading as Western Isles Marine and Environment Ltd)
General Terms and Conditions of Business
These terms and conditions set out the basis on which the offer is made. Specific clauses may be varied at the request of the Client provided such changes are agreed by both Atlantic58 Ltd. and the Client in writing (see Condition 4 below). Where the Client has set out a specimen contract in the Terms of Reference, Atlantic58 Ltd. agrees to abide by the clauses of the contract unless otherwise stated in the proposal.
Definitions
1.1 In these terms and conditions (‘the Conditions’) the following words and phrases shall have the meaning or meanings set out below:
(a) ‘Atlantic58 Ltd.’ means Atlantic58 Ltd. as a Limited Company Number SC964983;
(b) ‘Client’ means the contracting party for whom the Services are performed by Atlantic58 Ltd.;
(c) ‘Contract’ means the contract between Atlantic58 Ltd. and the Client for the performance of the Services and incorporating the Conditions;
(d) ‘Proposal’ means the document in writing in which Atlantic58 Ltd. offers to carry out Services for the Client;
(e) ‘Services’ means any activity or service provided by Atlantic58 Ltd.
1.2 Headings have been included for convenience only and shall not affect the construction or interpretation of the Conditions.
2. Atlantic58 Ltd.’s Assurance
2.1 Atlantic58 Ltd. shall exercise all reasonable skill, care and diligence in the performance of the Services in accordance with the provision of the Proposal.
2.2 Atlantic58 Ltd. intends to employ the methods, procedures, techniques, personnel and sources of information set out in the Proposal but reserves the right to vary these at its discretion. Any significant variations will be undertaken in consultation with the Client.
2.3 Except as provided in Condition 9, the scope of the Services will not be materially altered by Atlantic58 Ltd. without the Client’s consent. In respect of some Services, it may be difficult to specify the precise nature of the activities required to perform the Services prior to the commencement of the work. In the event that Atlantic58 Ltd. considers, during the provision of the Services, that a material change or addition will be required in order for it to perform the Contract, it shall notify the Client of such change and enter into negotiations with the Client in good faith concerning any changes to the terms of the Proposal or Contract.
3. Confidentiality
3.1 All reports, surveys, feasibility studies, opinions and other documents produced or commissioned by Atlantic58 Ltd. will be treated by Atlantic58 Ltd. as confidential to the Client for whom they were prepared and will not be disclosed or passed to any third party without the prior consent of the Client, unless the same shall have already been made public by the Client or otherwise shall have entered the public domain otherwise than through a breach by Atlantic58 Ltd. of this Condition.
3.2 All such reports, studies etc referred to in Condition 3.1 will be prepared and made exclusively for the Client and Atlantic58 Ltd. will accept no liability of whatsoever nature for claims from third parties to whom the contents of such reports, studies etc are made known directly or indirectly by the Client, in respect of which claims the Client shall indemnify Atlantic58 Ltd. against any loss, damage, costs or expenses of whatsoever nature suffered by Atlantic58 Ltd.
3.3 Unless otherwise directed in writing by the Client, Atlantic58 Ltd. retains the right to include references to the Services in its promotional material. Such references shall not include confidential material.
3.4 Permission shall be sought from Atlantic58 Ltd. in all cases in which an organisation which is party to a contract with Atlantic58 Ltd. wishes to use the name of Atlantic58 Ltd. in publicity material or any other material relating to good environmental practice.
4. Application of Conditions
4.1 Save as otherwise expressly agreed in writing signed by the operator of Atlantic58 Ltd., the Conditions shall be deemed to be incorporated in the Contract and shall apply to the total exclusion of any terms and conditions of the Client.
4.2 In the event that the Client does not expressly accept the Conditions they shall be deemed to have been accepted by the Client upon the making of the application to Atlantic58 Ltd. for the provision of the Services.
4.3 In the event of any conflict between the Conditions and any special conditions referred to in the Proposal, the terms of the Proposal shall apply.
5. Financial Arrangements
5.1 Unless the proposal provides otherwise, the fees referred to constitute Atlantic58 Ltd.’s estimate of the charges required for completion of the Services.
5.2 Invoices are payable within 30 days of the invoice date. Atlantic58 Ltd. shall be entitled to charge interest on any amounts due to it at the rate of 2 per cent over the base rate for the time being of the Royal Bank of Scotland plc. The fee structure assumes prompt payment of invoices and, in addition to any other rights which Atlantic58 Ltd. may have in respect of late payment, Atlantic58 Ltd. may, upon giving 7 days notice to the Client at any time after any amount shall become due to it, suspend the provision of Services (and any activities relating thereto) without incurring any liability to the Client until such time as Atlantic58 Ltd. receives all amounts (and any interest thereon) due to it from the Client.
5.3 The following Conditions relate only to projects charged on a time and expenses basis.
(a) Fee rates will be reviewed on 1st April in each year.
(b) Expenses properly chargeable to the provision of the Services shall include (but not be limited to): travel, accommodation, subsistence, graphic design, printing, typesetting and artwork, couriers, proofreading and postage, and expendable materials and supplies purchased specifically for the provision of the Services.
(c) Valued Added Tax (VAT) is not currently charged on service, however, notice will be provided to the client should Atlantic58 Ltd. require VAT registration.
6. Limitation of Atlantic58 Ltd's Liability
6.1 In the event that any of the Services are materially deficient as a result of Atlantic58 Ltd. failing to provide the same in accordance with its assurance contained in Condition 2.1, the extent of Atlantic58 Ltd.’s liability shall be limited to the re-performance of the Services at its own cost up to the amount paid by the Client under the Contract.
6.2 Save as provided otherwise in these Conditions, Atlantic58 Ltd. shall not be liable for any loss (including indirect and consequential loss), damage, delay, loss of market, costs or expenses of whatsoever nature or kind and howsoever sustained or occasioned.
6.3 Subject to compliance by Atlantic58 Ltd. with its obligations under Clause 2.1, the Client acknowledges that Atlantic58 Ltd. shall assume the correctness and completeness of, and shall have no liability in respect of any inaccuracy, defect or omission in, any information or materials provided by the Client or any other person to Atlantic58 Ltd. or its employees, sub-contractors or agents in the course of the provision by Atlantic58 Ltd. of the Services. The Client shall indemnify and hold harmless Atlantic58 Ltd., its employees, sub-contractors and agents in respect of any loss, damage, expense or claim by any person which directly or indirectly results from any such inaccuracy, defect or omission.
6.4 Atlantic58 Ltd.’s liability to the Client under a Contract shall cease upon the expiry of one year from the completion of the Contract save in respect of any claims notified in detail to Atlantic58 Ltd. in writing prior to the expiry of such period.
6.5 Clauses 6.1 to 6.4 shall not apply to liability for death or personal injury resulting from Atlantic58 Ltd.’s negligence or to the extent that they are contrary to or are excluded by applicable law.
7. Insurances
Atlantic58 Ltd. undertakes to maintain insurance cover for Professional Indemnity Insurance during the course of the Services. Details of this policy are available on request.
8. Termination of Contracts
8.1 The Contract may be terminated in whole or in part in writing by Atlantic58 Ltd. or the Client in the event of substantial or material failure by the other party to fulfil its obligations under the Contract providing that no such termination may be effective unless the other party is given not less than 30 calendar days written notice of intention to terminate.
8.2 A final invoice will be calculated on the 1st of the month following the expiry of the notice to terminate (‘the effective date of termination’). Where termination of contract occurs before the planned date (as previously agreed between Atlantic58 Ltd. and the Client), an additional charge will be levied on the final invoice.The final invoice will be based on the percentage of work completed to the effective date of termination plus an additional charge of 10 per cent of outstanding fees. The latter designed as compensation to Atlantic58 Ltd. for the recovery of costs for the demobilization and re-assignment of personnel and equipment on short notice.
9. Force Majeure, etc
9.1 Atlantic58 Ltd. shall not be liable to the Client if the provision of the Services is delayed or prevented by any one or more of the following circumstances:
(a) The Client’s failure to provide facilities, access or information;
(b) Fire, storm or tempest;
(c) Unavailability of labour, materials or services;
(d) Process shutdown;
(e) Acts of God or the public enemy;
(f) Riot or civil commotion or war;
(g) Strikes or labour disputes or industrial action;
(h) Act or regulations of any governmental or other agency.
9.2 In any of those events Atlantic58 Ltd. and the Client shall enter into negotiations in good faith with a view to agreeing such amendments or variations to the Contract as shall be acceptable to them.
10. Disputes
If any dispute or difference shall arise between Atlantic58 Ltd. and the Client concerning the meaning or effect of these Conditions or of any Contract between them to which the Conditions apply then if the same cannot be settled amicably within 30 days of the dispute or difference arising it shall be referred to the Arbitration of a single Arbitrator to be agreed by the parties within 15 days of the expiry of the 30 day period referred to or in default of agreement within that period to be appointed by the President for the time being of the Law Society in London. The costs of any such Arbitration shall be in the discretion of the Arbitrator whose award shall be considered and taken by Atlantic58 Ltd. and the Client as final and binding.
11. Notices
Any notice to be given under the Contract or the Conditions shall be in writing and sent by email, facsimile transmission or forwarded by first class prepaid post to the receiving party at its business address as last notified in writing to the other party and shall be deemed to have been given on the date of the facsimile transmission or on the day following that on which the notice was posted.
12. Governing Law
The Contract and these conditions shall be governed by Scottish Law and the Client consents to the exclusive jurisdiction of the Scottish Courts in all matters regarding the Contract or the Conditions.
Trading Premises: F Block, UHI Outer Hebrides, Stornoway, Isle of Lewis, HS2 0XR