i. “Consultant” is NAU Pte Ltd “(hereinafter known as NAU”) trading under these conditions.
ii. “Client” is the party at whose request or on whose behalf NAU undertakes consultancy and other services.
iii. “Report” means any report or statement supplied by the NAU in connection with instructions received from the Client.
iv. “Disbursements” means the cost of any external surveys / services incurred for the client, all reasonable photography, reproduction of drawings, diagrams, sketches and printing, duplicating and, where applicable, electronic transmission fees, and all reasonable and appropriate expenses including travel, subsistence and hotel accommodation where an overnight stay is necessary.
v. “Fees” means the fees charged by the NAU to the Client and including any value added tax where applicable and any Disbursements
NAU shall provide its services solely in accordance with these terms and conditions.
The Client will set out in writing the services which it requires NAU to provide. NAU will confirm in writing that it accepts those instructions or alternatively what services it will perform in connection with the Client’s instructions. Once NAU and the Client have agreed what services are to be performed (the Services) any subsequent changes or additions must be agreed by both parties in writing. In the event, the Client has not set out the services required from NAU during its initial engagement, then scope of services will be on the basis of the confirmation of engagement sent by NAU to the client.
The Client shall pay NAU’s Fees 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 NAU to seek interest at 2% above the Base Lending Rate OCBC Bank, Singapore, as prevailing at the time of demand from the date of issue of the invoice. NAU also reserves the right to withhold all reports until payment in full has been received into its nominated account.
5. OBLIGATIONS AND RESPONSIBILITIES
(a) Client: The Client undertakes to ensure that full instructions are given to the NAU 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 NAU to goods, premises, vessels, installations and transport and to ensure that all appropriate safety measures are taken to provide safe and secure working conditions. NAU shall not be liable for the consequences of late, incomplete, inadequate, inaccurate or ambiguous instructions.
(b) NAU: NAU shall use reasonable care and skill in the performance of the services in accordance with sound marine consulting practice.
(c) Reporting: NAU shall submit a final written Report to the Client following completion of the agreed Services describing the NAU’s findings and the condition and/or quality of the object and/or purpose of the assignment, unless otherwise expressly instructed by the Client not to do so.
(d) Confidentiality: NAU 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 so by an order of a competent court of law.
(e) Property: The right of ownership in respect of all original work created by NAU remains the property of the NAU.
(f) Conflict of Interest/Qualification: NAU shall promptly notify the Client of any matter including conflict of interest or lack of suitable qualifications and experience, which would render it undesirable for NAU to continue its involvement with the appointment. The Client shall be responsible for payment of the Consultant’s Fees/ other charges incurred up to the date of notification.
(a) Without prejudice to Clause 7, NAU 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 wilful default of NAU, its directors or any of its employees or agents or subcontractors.
(b) In the event that the Client proves that the loss, damage, delay or expense suffered was caused by the negligence, gross negligence or wilful default of NAU, its directors or any of its employees or agents or subcontractors, then, save where loss, damage, delay or expense has resulted from the NAU’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, NAU’s liability for each incident or series of incidents giving rise to a claim or claims shall never exceed a sum calculated on the basis of five times the fees paid to NAU for that specific engagement and in any event for no amount exceeding SGD 10,000.00 (Singapore Dollar Ten Thousand Only) inclusive of interests and costs. The amount payable shall only be consequent upon a final and unappealablejudgment by a competent court or tribunal or as agreed between the parties and endorsed by NAU’s professional liability insurers.
(c) Without prejudice to (a) and (b) above, NAU shall 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, unless such loss or damage was caused by act or omission committed with intent to cause some or recklessly with knowledge that such loss or damage would probably result.
(Except to the extent and solely for the amount therein set out that NAU would be liable under Clause 6) The Client hereby undertakes to keep NAU 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, but not limited to, legal costs and expenses on a full indemnity basis) which NAU may suffer or incur (either directly or indirectly) in the course of the Services under these Conditions.
8. FORCE MAJEURE
NAU and/or the Client shall not, except as otherwise provided in these Conditions, be responsible or have any liability for any loss, damage, delay or failure in performance hereunder arising or resulting from 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. Following a force majeure event either party may serve notice on the other to terminate the agreement.
NAU may effect and maintain, at no cost to the Client, Professional Liability Insurance for such loss and damage for which NAU may be held liable to the Client under these terms and conditions.
10. NAU'S RIGHT TO SUB-CONTRACT
NAU shall have the right to sub-contract any of its services provided under the Conditions, subject to the Client’s right to object on reasonable grounds. In the event of such a subcontract,NAU shall remain fully liable for the due performance of its obligations under these Conditions.
11. TIME BAR
Any claims against NAU by the Client shall be deemed to be waived and absolutely time barred upon the expiry of one year from the submission date of the Report/ Advice to the Client.
12. JURISDICTION AND LAW
These Conditions shall be governed by and construed in accordance with the Laws of Singapore. If a dispute, controversy or claim arises out of or relates to this contract, or breach, termination or invalidity thereof, and if such dispute, controversy or claim cannot be settled and resolved through negotiation, then the parties agree first to attempt in good faith to settle such dispute, controversy or claim through mediation at the Singapore Mediation Centre before resorting to arbitration in Singapore in accordance with the Singapore International Arbitration Act (Chapter 143A) and any statutory modification or re-enactment thereof save to the extent necessary to give effect to the provisions of this Clause.The arbitration shall be conducted in accordance with the Arbitration Rules of the Singapore Chamber of Maritime Arbitration (SCMA) current at the time when the arbitration proceedings are commenced.