“Company” is the Weather Routing Company trading under these conditions. “Client” is the party at whose request or on whose behalf the Weather Routing Company undertakes Weather Routing services. “Report” means any report or statement supplied by the Weather Routing Company in connection with instructions received from the Client. “Fees” means the service cost charged by the Weather Routing Company to the Client.
The Weather Routing Company shall provide its services solely in accordance with these terms and conditions.
The Client will set out in writing the services which it requires the Weather Routing Company to provide. The Weather Routing Company will confirm in writing that it accepts those instructions or alternatively what services it will perform in connection with the Client’s instructions. Once the Weather Routing Company 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.
The Client shall pay the Weather Routing Company’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 the Weather Routing Company to interest at 8% above the Base Lending Rate of the Bank of England prevailing at the time of default.
5. Obligations and Responsibilities
(a) Client: The Client undertakes to ensure that full instructions are given to the Weather Routing 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 Weather Routing Company 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 Weather Routing Company shall not be liable for the consequences of late, incomplete, inadequate, inaccurate or ambiguous instructions.
(b) Weather Routing Company: The Weather Routing Company shall use reasonable care and skill in the performance of the services in accordance with commonly accepted weather routing practice.
(c) Reporting: The Weather Routing Company shall submit a final written Report to the Client following completion of the agreed Services describing the Weather Routing Company’s findings and the methodology followed, unless otherwise expressly instructed by the Client not to do so.
(d) Confidentiality: The Weather Routing 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 by any third party unless the Client expressly grants permission to do so.
(e) Property: The right of ownership in respect of all original work created by the Weather Routing Company remains the property of the Weather Routing Company.
(f) Conflict of Interest/Qualification: The Weather Routing Company 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 the Weather Routing Company to continue its involvement with the appointment. The Client shall be responsible for payment of the Weather Routing Company’s Fees up to the date of notification.
(a) Without prejudice to Clause 7, the Weather Routing Company 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 the Weather Routing Company 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 the Weather Routing Company aforesaid, then, save where loss, damage, delay or expense has resulted from the Weather Routing Company’s/Weather Routing Company’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, the Weather Routing Company’s/Weather Routing Company’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 5 times the Weather Routing Company’s/Weather Routing Company’s charges or $ 1000.00 whichever is the greater.
(c) Without prejudice to (a) and (b) above, the Weather Routing Company 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 the Weather Routing Company would be liable under Clause 6, the Client hereby undertakes to keep the Weather Routing Company 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 the Weather Routing Company may suffer or incur (either directly or indirectly) in the course of the Services under these Conditions.
8. Force Majeure
The Weather Routing Company 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.
The Weather Routing Company shall effect and maintain, at no cost to the Client, Professional Liability Insurance for such loss and damage for which the Weather Routing Company may be held liable to the Client under these terms and conditions.
10. Weather Routing Company’s/ Weather Routing Company’s Right to Sub-contract
The Weather Routing Company 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 subcontract the Weather Routing Company shall remain fully liable for the due performance of its obligations under these Conditions.
11. Time Bar
Any claims against the Weather Routing Company 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 to the Client.
12. 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.
ITIC reserves all rights, including copyright, trademarks and other intellectual property rights, in these standard trading conditions and no part thereof can be redistributed, republished or stored in any format without the express written permission of ITIC.