Terms of Engagement

Definitions

In these Conditions, the following terms have the meanings set out below:

• Engagement — any instruction, commission, or project accepted by the Consultant.
• Fees — the charges payable by the Client for the Services, as set out in the Proposal or agreed in writing.
• PI Insurance — the Consultant’s professional indemnity insurance policy in force at the relevant time.
• Proposal — a written quotation, scope of work, or letter of engagement issued by the Consultant.
• Report — any written output, survey report, inspection report, technical assessment, or other deliverable produced by the Consultant.
• Services — the consulting, survey, inspection, training, project oversight, or advisory services described in the Proposal.

Basis of Engagement

The Consultant will provide the Services with reasonable skill and care, in accordance with recognised professional standards applicable to specialist coatings and surface protection consultancy within the superyacht and marine industry.

The Services will be performed as described in the Proposal. Any material change to scope must be agreed in writing. Additional work arising from changed scope will be charged at the Consultant’s then-current day or hourly rate.

Where no Proposal has been issued, these Conditions apply to all Services provided from the date of first instruction.

Fees and Payment

Fees are as set out in the Proposal, or where not specified, at the Consultant’s current published rates. All Fees are exclusive of VAT (where applicable), travel, accommodation, subsistence, and disbursements, which will be charged in addition at cost.

Invoices are due for payment within 14 days of the invoice date. Time is of the essence in respect of payment. Interest on overdue amounts will be charged at 8% per annum above the Bank of England base rate pursuant to the Late Payment of Commercial Debts (Interest) Act 1998.

The Consultant may require a deposit or retainer prior to commencing an Engagement, and reserves the right to suspend Services if any invoice remains unpaid beyond 21 days of the due date.

Cancellation and Postponement

• More than 14 days’ notice — no charge, or loss of deposit where a deposit has been taken.
• 8–14 days’ notice — 50% of the agreed Fees for the cancelled work.
• Fewer than 7 days’ notice — 100% of the agreed Fees for the cancelled work.

Where travel or accommodation has been booked and cannot be recovered, those costs will be charged in full regardless of the cancellation period.

Reports and Deliverables

Reports and deliverables are prepared for the specific purpose and Client described in the Proposal. They may not be relied upon by any third party without the Consultant’s prior written consent.

The Consultant’s conclusions are based on conditions observed at the time of inspection and information made available at that time. No liability is accepted for matters not reasonably apparent or accessible during inspection, or for changes in condition occurring after the date of inspection.

Draft Reports are provided for factual accuracy checking only. The Client must notify the Consultant of any factual inaccuracies within 7 days of receipt. The Consultant’s professional opinion and conclusions are not subject to amendment at the Client’s direction.

Intellectual Property

Copyright and all other intellectual property in Reports, training materials, specifications, and other deliverables remains vested in the Consultant unless otherwise agreed in writing. Upon full payment of all Fees, the Client receives a non-exclusive, non-transferable licence to use the deliverables for the purposes stated in the Proposal.

Training materials and course content may not be reproduced, redistributed, or used to deliver training by or for any third party without prior written consent.

Confidentiality

Each party undertakes to keep confidential all proprietary or commercially sensitive information received from the other in connection with the Engagement, and not to disclose it to any third party without prior written consent, except as required by law or court order.

The Consultant may refer to the Engagement in general terms for professional experience and capability purposes, unless the Client expressly requests otherwise in writing at the time of engagement.

Liability

Nothing in these Conditions excludes or limits liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other liability which cannot be excluded by applicable law.

Subject to the above, the Consultant’s total aggregate liability arising out of or in connection with any Engagement shall not exceed the limit of the Consultant’s professional indemnity insurance in force at the time the claim arises, or the total Fees paid in respect of the relevant Engagement, whichever is the lesser.

The Consultant shall not be liable for any indirect, consequential, or special loss; loss of profit, revenue, or anticipated savings; or loss arising from reliance on the Consultant’s work by any party other than the named Client.

Any claim must be notified in writing within 12 months of the date on which the Client became aware of the circumstances giving rise to the claim. Claims notified after this period are time-barred.

Health, Safety, and Access

The Client is responsible for ensuring that the Consultant and any accompanying personnel are provided with safe access to all areas required for the performance of the Services, including appropriate equipment, scaffolding, working platforms, and safety briefings where required.

The Consultant reserves the right to decline to inspect or work in areas where safe access has not been provided, without liability, and without prejudice to the right to charge for attendance.

Governing Law and Dispute Resolution

UK Clients

Where the Client is registered or principally based in the United Kingdom, these Conditions shall be construed in accordance with the laws of England and Wales, and the parties submit to the exclusive jurisdiction of the courts of England and Wales.

Clients Outside the United Kingdom

Where the Client is registered or principally based outside the United Kingdom, the Engagement shall be governed by the UNIDROIT Principles of International Commercial Contracts (2016), available at www.unidroit.org, with English law as a supplementary source.

Any dispute shall be referred first to good-faith negotiation for 21 days from written notice. If unresolved, it shall be finally determined by arbitration under the LCIA Rules, with the seat in London, a sole arbitrator, and English as the language of proceedings. Awards are enforceable under the New York Convention 1958.

Interim Relief

Either party may apply to any court of competent jurisdiction for urgent interim or injunctive relief without waiving the right to arbitration or the applicable governing law.

General

Entire Agreement

These Conditions, together with any Proposal or letter of engagement, constitute the entire agreement between the parties and supersede all prior representations and discussions.

Variation and Waiver

No variation to these Conditions shall be effective unless agreed in writing and signed by the Consultant. Failure to enforce any provision shall not constitute a waiver of the right to enforce it in future.

Severance

If any provision is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

Force Majeure

The Consultant shall not be in breach for any failure or delay caused by circumstances beyond reasonable control, including severe weather, transport disruption, industrial action, or public health emergency.

Assignment

The Client may not assign or transfer any rights or obligations under these Conditions without the Consultant’s prior written consent. The Consultant may engage suitably qualified sub-consultants where appropriate, whilst maintaining overall responsibility for the Services.