Standard Terms of Business

1. Definitions

a) Lloyd Marine Limited is a Private Limited Company formed in the United Kingdom with company number 11002870.  These terms and conditions apply to all business, conducted in the name of Lloyd Marine Limited or Lloyd Marine by any of its directors, employees, or authorised subcontractors.
b) “Client” shall mean any person(s), company(s) or authority(s) who shall order /purchase Services from Lloyd Marine Limited.
c) “Contract” shall mean the contract for sale or supply of Services by Lloyd Marine Limited to the Client.
d) “Contract period” shall mean the period during which Lloyd Marine Limited shall provide Services for the Client.
e) “Report” means any report or statement supplied by the Surveyor/Consultant in connection with instructions received from the Client.
f) “Disbursements” means the cost of all expenses including materials, travel, refreshments, and hotel accommodation where an overnight stay is necessary.
g) "Fees" means the fees charged by Lloyd Marine Limited to the Client and including any Value Added Tax (VAT) where appropriate, at the rate applicable at the date of invoice and any Disbursements. Lloyd Marine Limited is registered for VAT with number 370 4682 76 
h) “Survey Services” shall mean any activity undertaken by Lloyd Marine Limited on behalf of and / or as directed by the Client required to enable Lloyd Marine Limited to complete survey or consultancy of the Client’s vessel or vessels, which shall include but not be limited to examination and surveying of the vessel or vessels and undertaking any other enquiries necessary to satisfy the Client’s wishes and / or to comply with Statutory requirements.
i) “Consultancy Services” shall mean any other agreed function within the scope of work which may or may not relate to a vessel or vessels. 
2. Scope
Lloyd Marine Limited shall provide its Services solely in accordance with these terms and conditions.
3. Scope of Work
The Client will set out in writing the Services which it requires Lloyd Marine Limited to provide for the duration of the Contract Period. Lloyd Marine Limited will endeavour to confirm in writing that it accepts those instructions or alternatively what Services it will perform in connection with the Client's instructions. Once Lloyd Marine Limited and the Client have agreed the Services to be performed any subsequent changes or additions must be agreed by both parties in writing.
4. Payment Terms
The Client shall pay all Lloyd Marine Limited fees punctually in accordance with these Conditions, and in any event not later than 14 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 after 30 days shall entitle Lloyd Marine Limited to claim interest in accordance with the Late Payment of Commercial Debt (Interest) Act 1998 ("the Act") for all commercial debts at 8% above the Bank of England base rate prevailing at the time of default. As well as a fixed collection costs calculated on the sums outstanding as set out as follows: £40.00 for £0.00 to £1,000.00, £70.00 for £1,000.00 to £10,000.00, £100.00 for £10,000.00 and above. Non-payment of fees will automatically prevent issue of reports or other documentation provided by Lloyd Marine Limited.
5. Obligations and Responsibilities
Client
a) The Client undertakes to ensure that full instructions are given to Lloyd Marine Limited in sufficient time to enable the required Services to be performed effectively and efficiently and to procure all necessary access for Lloyd Marine Limited representatives to goods, premises, vessels, installations, and transport.
b) The Client undertakes to ensure that all appropriate safety measures are taken to provide safe and secure access to the vessel or site and safe working conditions therein. In cases where safe working arrangements are found to not be in place, the client may be liable for further fees involved in a revisit or loss of working time. 
c) The Client agrees to disclose to Lloyd Marine Limited all relevant information of which they have knowledge or to which they have access in relation to the scope of work.
d) The Client agrees that Lloyd Marine Limited shall maintain such records in electronic or paper format as required. 
Lloyd Marine Limited
(a) Shall use reasonable care and skill in the performance of the Services in accordance with sound marine surveying/consulting practice.
(b) Will submit a final written Report to the Client for their use only following completion of the agreed Services describing 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.
(c) Lloyd Marine Limited 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.
(d)  The right of ownership in respect of all original work and records including any information recorded or electronically created by Lloyd Marine Limited remains the property of Lloyd Marine Limited and shall not be used by the client for any purpose outside the agreed scope of work. No rights are transferred to any other party or use of the information provided outside of the original scope of the work. 
(e) Lloyd Marine Limited shall promptly notify the Client of any matter including conflict of interest or lack of suitable qualifications and experience, which would render it undesirable to continue its involvement with the appointment. The Client shall be responsible for payment of all Lloyd Marine Limited’s Fees to the date of such a notification.
6. Limitations
a) Unless otherwise stated in writing, no guarantee is given against faulty design, latent defects or of suitability of any vessel or other item for a particular purpose or of compliance with any local, national, or international requirement, regulation, or code of practice. 
b) All services and reports are provided on the basis that they offer no guarantee regarding ownership or title, freedom from mortgages, charges, debts, liens, or other encumbrances.
c) All services and reports are provided based upon the professional opinion of the author, which may rely on research and information gathered from external sources and publications, reasonably relied on by the author, no assurances can be given on the reliability of the same.  
d) Pursuant to the scope of work, Lloyd Marine Limited will inspect vessels and systems as thoroughly as practical in the condition presented at the time of examination, we will not comment on every minor matter but will endeavour to point out issues which may become more serious. 
e) The client accepts that surveys and subsequent reports cannot cover hidden, unexposed, or inaccessible areas of a vessel or system. 
f) Lloyd Marine Limited can only report on opinion of vessels and systems as presented. Reports will identify areas not checked, as surveys and audits are a sampling process that an issue is not raised, or deficiency noted does not suggest that it does not exist. 
g) Where we agree to undertake protective & preventative services this in no way transfers the Clients general duties or responsibilities under the Merchant Shipping Acts. 
7. Liability
a) Without prejudice to Clause 8, Lloyd Marine Limited 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 Lloyd Marine Limited or any of its employees, agents or authorised sub-contractors. 
b) Any claim by the Client in relation to a breach of Lloyd Marine Limited’s obligations under this agreement MUST be notified to Lloyd Marine Limited as soon is reasonably practical, and in no case later than 14 days after the Client becomes aware of the breach. Where the breach is capable of remedy Lloyd Marine Limited must be afforded every reasonable opportunity to put matters right at their expense.  
c) In the event that the Client proves that the loss, damage, delay or expense was caused by the negligence, gross negligence or wilful default of Lloyd Marine Limited aforesaid, then, save where loss, damage, delay or expense has resulted from Lloyd Marine Limited 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, the Lloyd Marine Limited 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 ten times Lloyd Marine Limited’s fees for the work or £125,000 whichever is the greater.
d) Lloyd Marine Limited shall not be liable for loss or damage to equipment placed at its disposal by or on behalf of the Client however such loss or damage occurs.
8. Indemnity
Except to the extent and solely for the amount therein set out that Lloyd Marine Limited would be liable under Clause 7, the Client hereby undertakes to keep Lloyd Marine Limited and its employees, agents and authorised 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 legal costs and expenses on a full indemnity basis) which Lloyd Marine Limited may suffer or incur (either directly or indirectly) in the course of the Services under these Conditions.
9. Force Majeure
Neither Lloyd Marine Limited nor the Client shall, except as otherwise provided in these Conditions, be responsible for any loss, damage, delays, or failure in performance hereunder arising or resulting from act of God, act of war, seizure under legal process, quarantine restrictions, strikes, boycotts, lockouts, riots, civil commotions 
10. Insurance
Lloyd Marine Limited shall effect and maintain, at no cost to the Client, Professional Liability Insurance for such loss and damage for which Lloyd Marine Limited may be held liable to the Client under these terms and conditions.
11. Right to Sub-contract
Lloyd Marine Limited shall have the right to sub-contract any of the Services provided under the Conditions, subject to the Client’s right to object on reasonable grounds. In the event of such a sub-contract Lloyd Marine Limited shall remain fully liable for the due performance of its obligations under these Conditions.
12. Termination
Lloyd Marine Limited, or the client shall have the right to terminate the contract by giving two (2) weeks’ notice in writing, unless otherwise stated in the agreed contract period, for which termination shall be mutually agreed between the parties. Long term agreements are subject to cancellation charges related to the remaining period of the initial contract. 
13. Time Bar
Any claims against Lloyd Marine Limited by the Client shall be deemed to be waived and time barred absolutely upon the expiry of one year from the submission date of the Report to the Client or in the case of no report due, one year from completion of the last physical event.
14. Jurisdiction and Law
These Conditions shall be governed by and construed in accordance with the laws of England and Wales and any dispute shall be subject to the exclusive jurisdiction of the English Courts.