These Terms and Conditions apply to the performance of the Services by the Company to the Client and should be read in conjunction with any Scope of Work Agreement. Where there is any inconsistency between these Terms and Conditions and the Scope of Work Agreement, the conditions agreed in the Scope of Work Agreement shall prevail, unless stipulated otherwise in writing.
“Company” means SM Sigma Maritime Technical Consultants of Notara 144, 18536, Piraeus, Greece. It includes the surveyor(s)/consultant(s) and any other personnel of the company.
“Client”, “Principals” or “Instructing party” is the person / organization or legal entity at whose request or on whose behalf the Company undertakes surveying and/or consultancy services.
“Report” means any report, statement and / or any intermediate advices, letters and written communication provided/supplied by The Company or 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 flights and travel, subsistence and hotel accommodation as applicable and/or necessary.
“Fees” means the fees charged by the Company to the Client and shall include any value added tax where applicable and any Disbursements
The Company providess its services solely in accordance with and limited to the obligations prescribed in these terms and conditions.
The Client is required to set out in writing the services which the Client requests the Company to provide. The Company will either confirm in writing that it accepts those instructions or alternatively what services it offers to perform. Once the Company and the Client have agreed in writing what services are to be performed (the ”Services”) and what the Fees are as agreed consideration any subsequent changes to the Services requested by the Client must be agreed by both parties in writing in order for such changes to be binding on the Company and must be given consideration by an adjustment in the Fees.
The Client shall pay the Company’s Fees in whole, inclusive of expenses and VAT, (where applicable), 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. Any delay in payment shall entitle the Surveyor/Consultant to interest at 12% per annum.
In cases where the Company services are not concluded within 15 days, interim invoices may be issued.
In case the Services require representation and/or attendance outside of Greece, the Client agrees to tender, in advance of travel, payment of all estimated and/or ascertained expenses and disbursements related to such representation and/or attendance.
In case of cancellation or termination of the Services by the Client, the Client shall pay to the Company its fees for the services rendered and/or time spent travelling and/or waiting and shall reimburse the Company for any expenses incurred up to the cancellation / termination date and until the return of the surveyor/consultant to base (if applicable).
- Obligations and Responsibilities
- Client: The Client undertakes to ensure that full instructions are given to the Company 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 Company shall not be liable for the consequences of late, incomplete, inadequate, inaccurate or ambiguous instructions and shall remain entitled to payment in full.
The Client is responsible for securing all necessary consents, approvals and permits (as may be required) to enable the Company to provide the Services.
In case additional or new information becomes known to the Client during the course of performance of the Services which may change or affect the scope of work or necessitates the termination of the services, the Client shall immediately inform the Company in writing.
- Company: The Company personnel shall use reasonable care and skill in the performance of the Services and shall do so to the standard required of professional surveyors or consultants. If date(s) are given by the Company for the delivery of the Services, these are estimates only and are not guaranteed. The Company shall have no liability whatsoever for any failure to deliver by such date(s).
- Reporting: A final written Report shall be submitted by the Company to the Client following completion of the agreed Services, reporting the Surveyor’s/Consultant’s findings, unless otherwise expressly instructed by the Client not to do so.
- Confidentiality: 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 to any third party unless the Client expressly grants permission and save where required to do so by an order of a competent court of law.
- Property: The ownership of all work product and intellectual property created by the Company remain the property of the Company until payment. Such work product and intellectual property shall not be disclosed by the Client to any third party without the written agreement of the Company. Upon payment, property of in the work product created by the Services shall pass to the Client.
Notwithstanding such passing of property the Client agrees that the Company shall be free to utilize the work product and intellectual property for internal Company purposes, including future use, use for marketing purposes and compilation of promotional products.
- Conflict of Interest/Qualification: The Company shall promptly notify the Client of any matter including conflict of interest or lack of suitable qualifications and experience, which would render it unlawful, unethical or professionally inappropriate for the Company and/or Surveyor/Consultant to continue to continue to provide Services. The Company shall immediately cease work and the Services terminated. The Client shall be responsible for payment of the Surveyor/Consultant’s Fees up to the date of notification.
- Without prejudice to Clause 7, the Company and/or its personnel individually 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 or willful default of Company personnel.
- In the event that the Client proves that the loss, damage, delay or expense suffered was caused by the negligence or willful default of Company personnel, then the Company’s liability shall never exceed the value of the services.
- The Company shall, notwithstanding (b) above, not be liable for loss of or damage to physical equipment and property placed at its disposal by, or on behalf of, the Client however such loss or damage occurs.
The Client hereby undertakes to keep the Company and its employees, agents and subcontractors 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, but not limited to, legal costs and expenses on a full indemnity basis) which the Company and/or any of its employees, agents and/or subcontractors may suffer or incur (either directly or indirectly) in the course of providing the Services.
- Force Majeure
The Company and/or the Client shall not be responsible to perform or to continue to perform the Services, nor shall it have any liability for any loss, damage, delay or failure in performance, if such delay or failure in performance arises or results from an act of God (including, but not limited to earthquake, flood, tsunami, volcano, hurricane, tropical storm, cyclone, blizzard or other similar event), act of war, terrorist attack, nuclear contamination, seizure under legal process, epidemic, quarantine restrictions, strikes, boycotts, lockouts, riots, civil commotions and arrest or restraint of princes, rulers or people and/or any other event beyond the control of one and/or both of the parties. Following a force majeure event either party may serve notice on the other to terminate the agreement save that the Client shall be liable to pay the Company for Services performed prior to the above force majeure events.
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 terms and conditions.
- Company’s Right to Sub-contract
The Company shall have the right to sub-contract to any third party any of the Services provided in which case such sub-contractors shall be deemed Company personnel. In the event of such a sub-contract the Company shall remain fully liable for the due performance of its obligations under these Terms and Conditions.
- Partial Invalidity
If any term or provision of these Terms and Conditions is held invalid, illegal or unenforceable for any reason by any court of competent jurisdiction such provision shall be severed and the remainder of the provisions hereof shall continue in full force and effect as if these Terms and Conditions had been agreed with the invalid, illegal or unenforceable provision eliminated.
- Time Bar
Any claims against the Company by the Client shall be deemed to be waived and absolutely time barred upon the expiry of one year from the cessation of the Services.
- Jurisdiction and Law
These Conditions shall be governed by and construed in accordance with the laws of The Hellenic Republic and any dispute shall be subject to the exclusive jurisdiction of the Greek Courts.
These Terms and Conditions are subject to change without notice. At any given time, the latest version will be the one applicable. Unless otherwise agreed by the Company in writing, any work undertaken by The Company implies strict adherence to these Terms and Conditions by the Client.