Terms & Conditions: US

Terms and Conditions of Engagement

1. Interpretation

In these Conditions, the following definitions apply:

“Agreement” means the agreement between the Company and the Client for the provision of Services in accordance with the Engagement Letter and these Conditions.

“Claim(s)” means any and all claims, demands, causes of action, judgments, fines, liabilities, penalties, awards, settlements, losses, damages, costs and expenses (including, without limitation, attorney fees and costs of litigation).

“Client” means the person, company, firm or organization or other legal entity, as identified in the Engagement Letter, which has requested the Company to provide Services.

“Client Group” means (i) the Client, its parent, subsidiary and affiliates; and (ii) its and their partners, co-owners, co-venturers, joint interest owners, contractors, and subcontractors of every tier (excluding Company Group), and all their parent, subsidiary and affiliated companies, and (iii) all of their respective agents, officers, directors, employees, managers,representatives, invitees, and consultants.

“Company” means Aqualis Offshore Inc.

“Company Group” means (i) the Company, its parent, subsidiary and affiliates, and (ii) its and their partners, co-owners, contractors, and subcontractors of every tier, and all their parent, subsidiary and affiliated companies, and (iii) all of their respective agents, officers, directors, employees, managers, representatives,invitees, and consultants.

“Conditions” means these Terms and Conditions as maybe amended from time to time.

“Consequential Loss” means any and all indirect, incidental,consequential, and special damages of whatever kind including, but not limited to, loss of revenue, loss of profit, loss of business or business opportunity, loss of production or product, costs arising out of delay, whether any or all such damages were foreseeable at the time this Agreement was executed.

“Engagement Letter” means the Company’s letter describing the Services to be performed and the terms under which such Services are being provided.

“Fee or Fees” means the amount payable by the Clients as remuneration for the Services provided by the Company.

“Pre-purchase Survey” means a vessel inspection and/or survey conducted pursuant to which a report is produced by the Company which is to be used, or relied upon, in order to make a decision on or to provide money for, the purchase of any vessel. The survey does not include any valuation of the vessel.

“Services” means the services or work to be provided or supplied by the Company to the Client as set out in the Engagement Letter.

“Third Party” shall mean any person, company, firm, organization or other legal entity which is not a member of either the Company Group or the Client Group.

“Warranty Survey” means any service where the Company in the course of the Services conducts an evaluation of operational risks relating to any shipyard, vessel or other project by performing technical reviews and on-site inspections and provides a report and/or certificate(s) containing recommendations and attesting that the assured has complied with the warranty imposed by the Client and/or policy to which the project relates.

2. Basis of contract

2.1. This Agreement constitutes the entire agreement between the parties. The Client acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of the Company that is not set out in this Agreement.

2.2. These Conditions apply to the Agreement to the exclusion of any other terms that the Client seeks to impose or incorporate (including its own terms and conditions) or which are or may be implied by statute, trade,custom, practice or course of dealing.

2.3. Unless otherwise agreed in writing between the Parties, these Conditions shall also apply to any other services of whatever nature as may be provided by the Company to the Client.

2.4. The Agreement shall take effect on the earliest of the following events: (i) when the Client provides written confirmation of the instruction in the Engagement Letter, accepting the agreed scope of work and these Terms and Conditions; or (ii) when the performance of the work has commenced by the Company, unless the Client objects to these Terms and Conditions within 24 hours of the Company starting to perform the Services.

2.5. The Company shall have the right to refuse to commence the Services until such Engagement Letter has been signed by Client.

Provision of services by the company

3.1. The Company shall use reasonable care, diligence and skill in performing the Services.

3.2. The Company shall use reasonable endeavors to meet any performance dates that may be specified, but any such dates shall be treated as estimates and time shall not be considered to be of the essence for performance of any Services.

3.3. The Services to be provided by the Company shall be as described in the Engagement Letter and/or set out within insurers’ policies or Joint Hull Committee specific survey criteria for the particular survey service being provided by the Company. The Company has the right to make any changes to the Services which are necessary to comply with any applicable law or safety requirements or which do not materially affect the nature or quality of the Services being provided.

3.4. The Services are provided by the Company to the Client on an exclusive basis. Unless otherwise agreed in the Letter of Engagement the Company shall have no liability or responsibility to any Third Party in connection with the provision of the Services.

3.5. Where the Services to be performed by the Company require a survey or valuation to be undertaken, the Company shall use reasonable endeavors to provide a survey or valuation corresponding to the current market value of the item to be valued. No warranty is given by the Company as to the satisfactory operation of any equipment, machinery or product that is surveyed or valued by the Company.

3.6. Where Services are to be provided or performed by the Company in a foreign jurisdiction or are related to property found in such jurisdictions, the Client shall obtain any and all necessary governmental and regulatory consents and approvals required to enable the Company to provide or perform the Services. The Company shall be under no obligation to provide any Services until such time as the Client has obtained any necessary consents and approvals.

3.7. The Company shall not undertake any testing procedures for JH143 shipyard risk assessment work.

3.8. Any assessment in respect to a warranty or pre-purchase survey will be made solely on the basis of the information provided to the Company, the documents examined and the observations of the surveyor at the time of attendance(s) at the Shipyard, site or onboard the vessel.

3.9. Reporting In respect of insurance damage related assessments, the Company shall submit interim report advices, a final report and an addendum report to the Client during and following completion of the agreed Services, describing the findings and assessments of all surveys and inspections relating to the purpose of the Client’s instruction, unless otherwise expressly instructed by the Client not to do so. The Company shall endeavour to submit its reports, results and related Services to the Client within reasonable agreed time scales. Where such time scales are agreed between the Company and the Client in writing, the Client accepts that such time scales are necessarily an estimate only and are no guaranteed unless expressly stated in writing as such.

3.10. With respect to marine warranty work, surveyor’s recommendations are to be complied with fully and within the allocated time period otherwise the insurer’s warranty will be deemed null and void.

3.11. On the performance of the Services neither the Company nor any member of the Company Group shall be required to contravene or breach any applicable law, sanction, prohibition or regulation imposed by any national, supranational or international government organization or body, including but not limited to CISADA, OFAC and/or EU Legislative Decree 961/2010.

4. Client’s obligations

4.1. The Client shall:

(a) provide the Company with complete and accurate information and materials as the Company may reasonably require and in sufficient time to enable the Company to provide or perform the Services in an efficient and effective manner;
(b) co-operate with the Company in all matters relating to the provision or performance of the Services;
(c) provide the Company with safe access to the Client’s premises, office accommodation, vessels, installations and other facilities as may reasonably be required in the performance of the Services;
(d) comply with its payment obligations as set out in Clause 5.

4.2. If the provision of Services by the Company is prevented or delayed by any act, omission or failure by the Client in the performance of its obligations the Company shall be entitled to suspend or delay performance of the Services until such time as the act, omission or failure by the Client has been remedied to the satisfaction of the Company.

4.3. If the Client becomes aware of any claim or circumstances which might involve litigation or arbitration concerned or connected with the subject matter of the Agreement, the Client shall inform the Company immediately.

4.4. The Client shall indemnify the Company for any Claims arising directly or indirectly by reason of a default on the part of the Client in fulfilling its obligations under this Agreement.

5. Fees

5.1. The Fee due and payable by the Clients to the Company shall be calculated in accordance with the terms set out in the Engagement Letter.

5.2. The Company is entitled to charge the Client for any expenses reasonably incurred in the performance of the Services including but not limited to travelling expenses, accommodation costs and any other reasonable incidental expenses on a Cost plus 10% basis unless otherwise agreed in the Engagement Letter. The Client shall reimburse the Company for the cost of any services provided by Third Parties who may be instructed by the Company, with the prior approval of the Client, to assist in the performance of the Services.

5.3. Should the Company be required to provide services in addition to those specified in the Engagement Letter, the Client shall pay a supplemental fee for such additional services in accordance with the Company’s standard hourly rates or such other rate or fee as may be agreed between the Parties. So far as is reasonably possible any additional services and fees shall be agreed in writing in advance of such additional services being carried out.

5.4. Unless otherwise stated in the Engagement Letter the Company shall invoice the Fee to the Client on a monthly basis. The Client shall pay the amounts invoiced without deduction or set-off within 14 days from the date of the invoice unless agreed otherwise in the Engagement Letter. Time for payment is of the essence.

5.5. The Company reserves the right to request funds on account from the Client in respect of any anticipated expenses, Third Party services and/or Fees. Such funds will be held on account until the completion of the Services and will be drawn down upon to settle any outstanding Fees and/or Third Party costs/ expenses incurred on behalf of the Client. Any excess funds on account will thereafter be returned to the Client at the conclusion of the Services. If there are insufficient funds on account to meet the Fees and/or Third Party services/ expenses, payment of any balance shall fall due in accordance with Clause 5.4 above.

5.6. Fees charged by the Company are exclusive of amounts in respect of value added tax chargeable (VAT) or similar applicable sales or use taxes. Where any taxable supply for VAT purposes is made under this Agreement the Client shall, on receipt of a valid VAT invoice pay to the Company such additional amounts in respect of VAT as are chargeable on the supply of the Services at the same time as payment is due for the supply of the Services.

5.7. The Client is responsible for the payment of all other taxes (excluding any taxes on profits or corporation tax chargeable on the Fees received by the Company), including but not limited to withholding taxes, service taxes,duties and other fiscal charges which may be levied or become due in respect of the Fees.

5.8. The Client shall pay all amounts due under the Agreement in full without any deduction or withholding. The Client is not entitled to assert any credit,set-off or counter claim against the Company in order to justify withholding payment of any amount due in whole or in part. Should any amounts be required by law to be deducted or withheld from any amount due under this Agreement, the Client shall pay to the Company an amount such that the net amount received by the Company would be the same as if no such withholding or deduction had taken place.

5.9. Any failure by the Client to make payment in full by the due date shall entitle the Company to charge interest on the overdue amount at the rate of LIBOR plus six per cent (6%) per annum (6%) rate accruing on a daily basis from the due date until the date of payment, compounded quarterly.

5.10. Any failure on the part of the Client to make payment of an invoice shall entitle the Company, without prejudice to any other rights it may have, to suspend the performance of the Services until such time as payment has been made in full including the payment of any interest due.

5.11. If any part of an invoice is genuinely in dispute, the Client shall notify the Company immediately upon receipt of the invoice as to any part of the invoice which is in dispute, giving full reasons as to why a portion of the invoice is disputed and nevertheless pay the undisputed part within 30 days of the invoice date. The parties shall endeavor to resolve the disputed portion without delay.

5.12. Without prejudice to any rights of recovery which the Company might have against a third party, the Company shall treat the Client as the person responsible for paying for the Services. Therefore, the Company shall not need to be concerned as to whether the Client considers itself to be principal or acting as agent only, nor shall the Company need to concern itself as to whether the Client is, or is not, paid by a third party.

6. Amendment and variation

6.1. Except as otherwise provided any amendment or variation, including the introduction of any additional terms and conditions, to the Agreement, shall only be binding when agreed in writing and signed by the Company.

6.2. Any additional costs, expenses or fees which may be incurred by the Company in connection with an amendment or variation of the Agreement shall be borne by the Client. Notwithstanding any prior agreement between the Parties as to a fixed Fee, the Company may make the necessary adjustments to the Fee should it become aware of the inaccuracy or inaccurateness of any information provided to it by the Client or if the assumptions contained in the Engagement Letter are incorrect.

6.3. In the event that it becomes necessary for the Company to amend or vary the arrangements relating to the provision and performance of the Services due to circumstances outside its control, the Company shall notify the Client as soon as possible. The Company shall endeavor to keep any amendments or variations to a minimum and shall endeavor to offer the Client alternatives which are as close to the original arrangements as can be reasonably expected under the circumstances.

7. Indemnities

7.1. The Company Group shall be responsible for and shall release, save,indemnify, defend and hold harmless the Client Group from and against all Claims in respect of:
(a) loss or damage to property of the Company Group whether owned, hired, leased or otherwise provided by the Company Group arising or which may arise from, relate to or is in connection with the performance or non-performance of the Agreement;
(b) personal injury including death or disease to any person employed by or subcontracted by the Company Group arising or which may arise from, relate to or is in connection with the performance or non-performance of the Agreement
(c) any Consequential Loss which may be incurred by a member of the Company Group.

7.2. The Client Group shall be responsible for and shall release, save,indemnify, defend and hold harmless the Company Group from and against all Claims in respect of:
(a) loss or damage to property of the Client Group or any Third Party whether owned, hired, leased or otherwise provided by the Client Group or Third Party arising or which may arise from, relate to or is in connection with the performance or non-performance of the Agreement;
(b) Any incident of pollution or contamination, and the control and removal thereto, arising or which may arise from, relate to or is in connection with the performance or non-performance of the Agreement as caused by any member of the Client Group and/or any Third Party or emanating from any property of the Client Group or a Third Party;
(c) the reliance and use of any information or reports provided to the Client by the Company by any Third Party which has been provided with a copy of such information or reports by any member of the Client Group;
(d) personal injury including death or disease to any person employed by or contracted by the Client Group or any Third Party arising or which may arise from, relate to or in connection with the performance or non-performance of the Agreement; and
(e) any Consequential Loss which may be incurred by a member of the Client Group or any Third Party.

7.3. The exclusions and indemnities provided for in Clauses 7.1 and 7.2 above shall apply irrespective of the cause or causes thereof, including without limitation, pre-existing conditions, whether such conditions be patent or latent, the unseaworthiness of any vessel(s), imperfection of material,defect or failure of equipment, breach of representation or warranty (express or implied), ultra-hazardous activity, strict liability, tort, breach of contract, breach of duty (statutory or otherwise), breach of any safety requirement or regulation, or the negligence of any person or party, including the indemnified party or parties, whether such form of negligence be gross, sole, joint and/or concurrent, active or passive, or any other theory of legal liability. The exclusions and indemnities shall apply regardless of whether the Claim is based on common law, civil law,maritime law or statute.

7.4. To the extent the indemnity obligations contained in this Agreement are governed by Chapter 127, Texas Civil Practice & Remedies Code, known as the Texas Oilfield Anti-Indemnity Act, the Parties shall each support their respective mutual indemnity obligations by furnishing liability insurance coverage (or qualified self-insurance), of like kind and in equal amounts obtained by each of Company and Client for the benefit of Client Group or Company Group, respectively, as indemnities.

7.5. If it is judicially determined that the monetary limits or scope of insurance coverage required or if the indemnities voluntarily assumed under this Agreement exceed the maximum monetary limits or scope permitted under applicable law, it is agreed that such insurance requirements or indemnity shall automatically be amended to conform to the maximum monetary limits and scope permitted by law.

7.6. The Parties agree that the indemnity provisions herein satisfy the requirements of the express negligence rule and all other requirements of fair notice and conspicuousness as may be required by applicable law. To the extent the provisions of this agreement do not satisfy the express negligence rule, the Parties waive any such objections.

7.7. Any proceedings against the Company in respect of any and all Claims arising out of or in connection with this Agreement and the Services performed by the Company, whether contractual, tortious (including negligence), breach of statutory duty or otherwise, shall be commenced within 12 months of the completion of the Services. If no such proceedings are commenced within 12 months as aforesaid then the Company shall be discharged and released from any Claims the Client may have against the Company.

7.8. The Company gives no warranty, express or implied, as to the fitness for purpose or suitability of the Services or results and the Client waives any terms, conditions or warranties otherwise incorporated or implied by law to the fullest extent permitted by law. There can be no guarantee that errors or irregularities, if present at the Shipyard, will be detected by the Company in the course of performing a JH143 Shipyard Assessment. Similarly, the pre-purchase survey does not warrant the seaworthiness of the vessel but attests the vessel’s condition at the time of the survey. The prospective buyer of the vessel should satisfy themselves by further inspection/examination of the vessel’s class records.

8. Limitation of liability

8.1. The Company shall bear no liability to the Client Group under the Agreement, whether contractual, tortious (including negligence), breach of statutory duty or otherwise, for the supply of the Services save where the Company has failed to perform the Services with the necessary reasonable care, diligence and skill.

8.2. In relation to Clause 3.5, should any of the equipment, machinery or products contain latent defect(s) which were not apparent at the time the survey or valuation was conducted and could not reasonably have been expected to have been discovered by such survey, the Company shall bear no liability whatsoever in respect of such defects.

8.3. The Company does not warrant in any way whatsoever the purpose or suitability of the Services and to the extent permitted by law, the Client Group waives any terms, conditions or warranties (either express or implied) as may otherwise be incorporated into this Agreement by law. Any interpretation, research, analysis or recommendation furnished with any Services or otherwise communicated by any member of Company Group to any member of Client Group at any time in connection with any Services are opinions based upon inferences from measurements and empirical relationships and assumptions, which inferences and empirical relationships and assumption are not infallible, and with respect to which professionals in the industry may differ. Accordingly, any interpretation or recommendation resulting from the Services will be at Client Group’s sole risk. Client has full responsibility for all decisions concerning the Services and use of any deliverables.

8.4. Save as provided for in Clause 7.1, the Company’s maximum aggregate liability to the Client in respect of any and all liability of whatever nature and howsoever arising, whether contractual, tortious (including negligence), breach of statutory duty or otherwise, shall in no circumstances whatsoever exceed the total amount of the Fees charged by the Company for the performance of its Services or the fixed sum of US$450,000 whichever amount shall be the lower.

8.5. No representative of the Company shall bear any personal legal liability to the Client whether contractual, tortious (including negligence), breach of statutory duty or otherwise.

8.6. In the event that the Company is held liable to the Client under the Agreement and a Third Party is also held liable in respect of the same claim, the Company shall only bear liability to the extent that such loss is attributable to the Company. The Client’s failure or inability to recover its loss from the Third Party shall not increase the Company’s liability hereunder.

9. Preparation of site

9.1. In the event that the Services to be supplied by the Company to the Client include physical work to be carried out on premises or locations owned by the Client or under its access or control (the “Site”), any costs or expenses incurred in relation to the preparation of the Site shall be for the account of the Client.

9.2. The Client shall be deemed to have legal and operational control over the Site for the duration that the work is to be carried out by the Company. The Company shall not have or be deemed to have any legal or operational control over the Site and any of its officers, representatives, employees,agents, consultants and subcontractors who may be present at the Site shall be there only in an advisory capacity. Should the presence of the Company’s officers, representatives, employees, agents, consultants and subcontractors be required on-board any mobile offshore drilling unit or other vessel owned, chartered or operated by the Client or any member of the Client Group (the “Unit”), legal and operational control over the Unit shall be deemed to be held by the Client at all times.

9.3. The Client shall procure that the Company has unobstructed and continued access to the Site in order to carry out the Services and shall make any necessary arrangements and procure any necessary facilities in order to enable the Services to be performed.

9.4. The Client shall make all arrangements and take all security measures to ensure that the Site is safe. The Client shall also carry out a safety briefing for the Company and its officers, representatives, employees, agents,consultants and subcontractors as the case may be and shall ensure that it is in compliance with all safety regulations, whether legal, statutory or otherwise.

9.5. In the event that the scope of the Services calls for any rig movement or towmaster or mooring master activity to be carried out, this shall be deemed to have ended upon the final positioning or berthing of the Unit at the place specified in the Engagement Letter, unless otherwise expressly agreed between the Parties. Any pre-loading operations shall be performed exclusively by the Client, owner or operator of the Unit, as the case may be.

10. Intellectual property rights

10.1. All intellectual property rights in or arising out of or in connection with the Services shall be owned by the Company and no right to, interest in or license to any intellectual property rights owned by the Company shall be granted to the Client.

10.2. Intellectual property rights that are the property of each Party prior to the date of this Agreement or developed outside the scope of this Agreement shall remain the sole property of that Party.

10.3. For any intellectual property rights created in the course of the provision or performance of the Services that are the property of the Company, the Company grants to the Client a non-exclusive and non-transferable royalty-free license to use said intellectual property rights, provided that any Fees invoiced by the Company have been paid by the Client in full.

11. Insurance

11.1. Both Parties shall each maintain adequate and appropriate insurance cover for the liabilities arising out of or in connection with this Agreement. To the extent of the liabilities assumed by Client hereunder, all Client’s insurance policies will contain a waiver on the part of the insurer, by subrogation or otherwise of all rights against the Company Group.

12. Confidentiality

12.1. Both parties shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes, business secrets or initiatives which are of a confidential nature and have been disclosed to them by the other Party, its representatives, employees, agents,consultants and subcontractors, and any other confidential information concerning the other party’s business or its products or its services.

12.2. Neither Party shall use the other Party’s confidential information for any purpose other than to perform its obligations under the Agreement unless express permission has been obtained or where required to do so by reason of any legal or statutory purpose or by order of a court of law.

12.3. Both parties shall restrict disclosure of confidential information to such of its representatives, employees, agents, consultants and subcontractors as need to know it for the purpose of discharging the Party’s obligations under the Agreement, and shall ensure that such representatives, employees, agents, consultants and subcontractors are subject to obligations of confidentiality corresponding to those which bind the Party receiving the confidential information.

12.4. This Clause shall survive termination of the Agreement and each Party undertakes that it shall not for a period of five (5) years after termination of the Agreement, disclose to any person any confidential information pertaining to the other Party except as permitted under Clause 12.2.

13. Termination

13.1. Without in any way limiting its other rights and remedies, either Party may terminate the Agreement upon giving written notice to the other Party if:

(a) the other Party commits a material breach of the Agreement and (if such a breach is remediable) fails to remedy that breach within (30) days of that Party being notified in writing of that breach and requiring the breach to be remedied.
(b) the other Party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company) is deemed unable to pay its debts or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case;
(c) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party (being a company) other than for the sole purpose of a scheme for a solvent amalgamation of that other Party with one or more other companies;
(d) the other Party (being an individual) is the subject of a bankruptcy petition or order;
(e) an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the other Party;
(f) a person becomes entitled to appoint a receiver over the assets of the other Party or a receiver is appointed over the assets of the other Party;
(g) the other Party suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of its business;
(h) any event occurs or proceeding is taken with respect to the other Party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in Clause 13.1(a) to (g).

13.2. The Company shall be entitled to terminate the Agreement should any circumstances arise which are beyond the reasonable control of the Company and which necessitate the termination of this Agreement.

13.3. The Company shall be entitled to terminate the Agreement, by giving 14days written notice of intention, if the Client does not provide the necessary technical data / drawings / other information needed to be able carry out the agreed services or, with reference to Clause 5.3, if the Client does not issue further/additional written instructions in respect of other services requested that have not been identified within the original engagement letter.

13.4. The Company shall be entitled to terminate the Agreement, if the Client becomes involved or is likely to become involved in giving any evidence in any litigation or arbitration proceedings affecting the subject matter of the agreed terms and conditions in the respect of the performance of the Services or any matter connected or arising from the Agreement between the Parties which would result in a conflict of interest between the Company and the Client.

13.5. Without limiting its other rights or remedies, the Company may terminate the Contract with immediate effect by giving written notice to the Client if the Client fails to pay any amount when due under the Agreement.

13.6. On termination of the Agreement for any reason:

(a) The Client shall immediately pay to the Company all of the Company’s outstanding unpaid invoices and interest thereon if due and, in respect of Services supplied up to the date of termination but for which no invoice has been submitted, the Company shall submit an invoice which shall be payable by the Client immediately on receipt together with any additional reasonable costs incurred by the Company as a result of the early termination of the Agreement;
(b) the Company shall be entitled to retain any advance payment or deposit made by the Client in respect of the Fees;
(c) the accrued rights, remedies, obligations and liabilities of the Parties as at expiry or termination shall not be affected, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination or expiry; and
(d) clauses which expressly or by implication have effect after termination shall continue in full force and effect.

14. Suspension of agreement

14.1. Should the Agreement be suspended due to any breach on the part of the Client, an event of Force Majeure or for any other reason attributable to the Client, the Client shall reimburse the Company for the following:

(a) any and all costs and expenses incurred by the Company in dismissing (and re-hiring) if necessary any employees hired specifically for the purpose of this Agreement;
(b) any and all costs and expenses incurred by sub-contractors under any subcontract entered into in furtherance of this Agreement;
(c) any and all other costs and expenses incurred by the Company in respect of the period of suspension;
(d) loss of the Company’s anticipated profits under this Agreement for the period of suspension.

14.2. The Company shall have the right (but shall not be obliged) to give notice of termination of the Agreement in the event any such period of suspension continues for a period of more than 7 days.

15. General

15.1. Assignment and sub-contracting

(a) Neither Party shall, without the prior written consent of the other,assign or transfer any of its rights or obligations under the Agreement, such consent not to be unreasonably withheld. The Company shall be entitled to subcontract its obligations under the Agreement to a reputable sub-contractor and where possible, shall notify the Client prior to the appointment.

15.2. Notices

(a) Any notice or other communication required to be given to a Party under or in connection with this Agreement shall be in writing and shall be delivered to the other Party by hand or sent by facsimile or sent by recorded delivery to the registered address as set out in the Engagement Letter. Any notice or other communication shall be deemed to have been duly received if delivered personally, when left at the address referred to above or, if sent by recorded delivery,at 9 am on the second business day after posting, or if sent by fax,on the next business day after transmission.

15.3. Waiver

(a) A waiver of any rights under the Agreement by the Company shall only apply to the specific matter of which it is the subject and shall only be effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default on the part of the Client. No failure or delay by the Company in exercising any rights or remedy under the Agreement or by law shall constitute a waiver of that or any other right or remedy, nor preclude or restrict its further exercise. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.

15.4. Severance

(a) If a court or any other competent authority finds that any provision of the Agreement (or part of any provision) is invalid, illegal or unenforceable, that provision or part provision shall, to the extent required, be deemed deleted, and the validity and enforceability of the other provisions of the Agreement shall not be affected.

15.5. Third Parties(a) A person who is not a party to the Agreement shall not have any rights under or in connection with it.

15.6. Force Majeure

(a) For the purpose of the Agreement, a Force Majeure Event means an event beyond the reasonable control of either Party including but not limited to strikes, lock-outs or other industrial disputes (whether involving the workforce of either Party or otherwise), act of God,war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident,breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors. Neither Party shall be liable to the other as a result of any delay or failure to perform its obligations under the Agreement as a result of a Force Majeure Event. If the Force Majeure Event continues for a period of 14 days or more, either Party shall, without limiting its other rights or remedies, have the right to terminate the Agreement immediately by giving written notice to the other Party.

15.7. Independent Contractor

(a) Company shall be an independent contractor with respect to the performance of the Services, and neither Company nor anyone employed by Company shall be deemed for any purpose to be the employee, agent, servant, representative, or subcontractor of Client. Client shall have no direction or control of Company or its employees, agents, servants, representatives, or subcontractors except in the results to be obtained. The actual performance and supervision of all Services shall be by Company, although Client shall have the right to inspect the Services to determine whether the Services are being performed in accordance with this Agreement.

16. Governing law and jurisdiction

16.1. As this agreement is maritime in nature, this agreement and the legal relations among the parties hereto shall be governed, interpreted, and construed in accordance with the general maritime law of the United States of America excluding any conflicts of laws principles which would direct the substantive laws of another jurisdiction to apply. To the extent that maritime law is inapplicable, the laws of the State of Texas, exclusive of its principles of conflicts of laws, shall control the validity, construction and interpretation of this agreement and shall govern the legal relations among the parties hereto.

17. Resolution of legal disputes through binding arbitration

17.1. In the event that a dispute arises out of or in connection with the validity,interpretation or implementation of this Agreement, then the parties to the dispute shall attempt in the first instance to resolve such dispute through consultations in good faith.

17.2. If the dispute is not resolved in the aforesaid manner after not less than 10(ten) days from the date that the consultations have started, then such dispute shall be referred to and finally resolved by arbitration pursuant to the Construction Industry Rules of the American Arbitration Association. The cost of arbitration shall be shared equally by the parties to the dispute.

17.3. The place of arbitration shall be Harris County, Texas. The language to be used in the arbitration shall be English and all the pleadings and proceedings and the award in the arbitration shall be in English.

17.4. The decision of the arbitrator shall be final, binding and enforceable in any court of competent jurisdiction, and the Parties agree that there shall be no appeal from the arbitrator’s decision.

17.5. The right to arbitrate shall survive the termination of the Agreement. Dated June 2019