1. Definitions
“Consultant” is Saint Clement Risk Management Ltd and/or Saint Clement Claims Management & Recovery Services, S.L. and/or St. Clement Risk Management USA, Inc. and/or Saint Clement Risk Management AB trading under these conditions.
“Client” is the party at whose request or on whose behalf the Consultant undertakes the Services.
“Instructions” means the Clients’ instructions to the Consultant to review any logistics and/or other contract(s) and/or to provide advice and/or recommendations in relation to any such contract(s). Any Instructions shall at a minimum include a copy of any contract to be reviewed together with any applicable standard terms and conditions and any other information relevant for the review.
“Services” means any services provided by the Consultant to the Client including but not limited to reviews of logistics and/or other contract(s) and the provision of any advice and/or recommendations in relation to such contracts. The Consultant provides the Services from a risk management perspective only and the Services shall not include or be deemed to include a full legal review of the provided contract(s) and any advice and/or recommendations in relation to such contract(s) shall not be considered full legal advice.
“Fees” means the fees charged by the Consultant to the Client and including any value added tax where applicable.
2. Scope
The Consultant shall provide the Services solely in accordance with these terms and conditions.
3. Payment
The Client shall pay the Consultant’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 Consultant to interest at 8% above the Base Lending Rate of the Bank of England prevailing at the time of default. The Consultant reserves the right to request advance payment of Fees, partially or in full, before undertaking the Services or releasing any advice and/or recommendations to the Client.
4. Obligations and Responsibilities
(a) Client: The Client undertakes to ensure that full Instructions are given to the Consultant and are provided in sufficient time to enable the required Services to be performed effectively. The Consultant shall not be liable for the consequences of late, incomplete, inadequate, inaccurate or ambiguous Instructions.
(b) Consultant: The Consultant shall use reasonable care and skill in the performance of the Services in accordance with sound consulting practice.
(c) Confidentiality: The Consultant 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) Property: The right of ownership in respect of all original work created by the Consultant remains the property of the Consultant.
(e) Conflict of Interest/Qualification: The Consultant 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 Consultant to continue its involvement with the Services.
5. Liability
(a) Without prejudice to Clause 7, the Consultant 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 Consultant or any of its employees or agents or sub- contractors.
(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 Consultant aforesaid, then, save where loss, damage, delay or expense has resulted from the Consultant’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 Consultant’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 ten times the Consultant’s Fees or £5,000 whichever is the greater.
6. Indemnity
Except to the extent and solely for the amount therein set out that the Consultant would be liable under Clause 6, the Client hereby undertakes to keep the Consultant 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 Consultant may suffer or incur (either directly or indirectly) in the course of the Services under these Conditions.
7. Force Majeure
The Consultant 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.
8. Insurance
The Consultant shall effect and maintain, at no cost to the Client, Professional Liability Insurance for such loss and damage for which the Consultant may be held liable to the Client under these terms and conditions.
9. Consultant’s Right to Sub-contract
The Consultant 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 the Consultant shall remain fully liable for the due performance of its obligations under these Conditions.
10. Time Bar
Any claims against the Consultant by the Client shall be deemed to be waived and absolutely time barred upon the expiry of one year from the conclusion of the Services.
11. 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.
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