Terms and Conditions

Obligations and Liabilities

 

1. Definitions:

 
1.1.     ADPS – Shall mean Auto Dynamic Positioning Services Ltd and is understood to be the supplying company.
1.2.     CLIENT – Shall be the name of the company as listed in the attached Framework Agreement and is understood to be the purchaser of services as supplied by ADPS.
1.3.     CREW – Shall be considered any marine personnel supplied to the Client by ADPS. Crew shall indicate a single crew member or a number crew.
1.4.     STCW – 1995 Standards of training Certification and watchkeeping convention is the International standard for the competence, training of seafarers.
1.5.     MLC- Maritime Labour Convention 2006
1.6.     Vessel/s – Client’s nominated ship/s or marine asset.
1.7.     Crew Consultant – ADPS nominated senior crewing consultant appointed to the Client’s vessel/s.
 

2. ADPS Obligations providers of Crew:

 
2.1.             ADPS undertakes to use its reasonable endeavours to provide Crew as required by the Client. To the extent that it is in ADPS' control. ADPS will also use its reasonable endeavours to assist the Client or any Client Associated Company, to ensure that its or their obligations as a "ship-owner" under the MLC are complied with.
 

2.2.     Provision of Crew

2.2.1.           ADPS shall provide qualified and experienced Crew as required by the Client to man the Vessel/s. ADPS may, upon the Client approval utilise the services of a Crew Agency to supply the ratings to the Vessel/s if required.
 
2.2.2.          ADPS, as a private seafarer recruitment and placement operator is fully compliant with the requirements of the MLC in this respect. All MLC relevant policies are available to the Client on request. In particular ADPS have a policy not to discriminate against in any way any potential mariner or worker nor do ADPS maintain or hold any ‘blacklists’ of personnel nor use any means, mechanisms or lists aimed at preventing seafarers from gaining employment for which they are qualified. ADPS will carry out verification checks on all Crew to ensure that they are qualified and to ensure that they have the necessary documentation for the role for which they are engaged.
 
2.2.3.         ADPS shall undertake due diligence to ensure that all Crew are fully qualified and experienced for STCW compliance and, when required, for the Dynamic Positioning work that the Vessel/s shall undertake. Beyond its due diligence obligation, ADPS, makes no representations as to the competency of Crew. The curriculum vitae, copies of [relevant] certificates, courses, medicals etc. of each of the Crew shall be sent to the Client for approval. The Crew shall carry their [original certificates/documents] with them when joining the vessel, which they shall present to the ship’s Master.
 
2.2.4.         ADPS shall submit to the Client an Attachment A form, as appropriate, which shall list all the necessary details for the Client’s proposed engagement and shall act as acknowledgement of acceptance of the CREW when signed and dated by the Client. An Attachment A form is required for each Crew and for each engagement.
 
2.2.5.         When reasonably required ADPS shall use its reasonable endeavours to maintain continuity of the selected Crew and shall inform the Client when Crew for whatever reason will not return to the vessel. ADPS shall use its reasonable endeavours to find suitable replacement as soon as possible in order for the Client to evaluate and accept the replacement Crew.
 
2.2.6.         ADPS shall support the Client to ensure that all Crew fulfil the requirements of the Flag State of the Vessel/s.
 
2.2.7.         Upon the Client’s authorisation and reasonable request, ADPS shall undertake the administration for obtaining all necessary permits, licenses, endorsements, health/medical certificates and courses etc., as required for the Crew to operate in an offshore environment and to work onboard the Vessel/s. Costs of such necessary permits, licenses, endorsements, health/medical certificates and courses etc. shall be paid for by the Client. ADPS shall ensure that all Crew shall have medical certificates appropriate to the issuing State of the STCW 95 certification and/or Flag State requirements. Further or additional medical certification may be obtained, upon direction from the Client at the Client's cost.
 
2.2.8.         ADPS shall comply with any training matrix as provided by the Client, provided copies of such matrixes are provided to ADPS in a timely fashion in advance of the Crew starting work on any Vessel/s.
 
2.2.9.         Where ADPS supply the Client with Long Term Crew (being Crew provided to the Client for a period longer than nine (9) months), then the Client shall pay the Long Term Crew an allowance for the update/renewal of courses. Long Term Crew who attend such courses shall be provided with travel and hotel expenses at the Client's cost. [CREW shall not be paid any salary nor accrue leave pay during their attendance for any courses etc. unless otherwise agreed by the Client]. In the event that  the Client have paid for training/courses and any Crew resigns within one year of the training/course then ADPS shall operate a ‘claw-back’ scheme and deduct the costs from that Crew's salary on a sliding scale dependent upon the amount of service the Crew subsequently provided following the training. The Crew shall be informed at all times of any such deductions. If the Crew is not required back by the Client then the ‘claw-back’ scheme shall be revoked and no charge made to the Crew.
 
2.2.10.     ADPS shall, if requested by the Client, be responsible for making all the travel and hotel arrangements to allow the Crew to join/leave the Vessel/s. ADPS will work closely with the Client or any the Client appointed agent during this process.  All costs of travel, expenses and hotels of the Crew when paid for by ADPS shall be charged to the Client at cost.
 
2.2.11.     ADPS shall ensure that all Crew comprehend English of sufficient standard to enable them to perform their duties safely. If requested this shall be proven by the approved MARLINS test. Costs of which shall be charged to the Client.
 
2.2.12.     Compliance with the Client company policies, drug and alcohol policies and safety requirements as detailed in the ISM, Safety Manual, Safety System, ISPSS system and anti-pollution controls on board the Vessel/s shall be the Client's responsibility. ADPS will use its reasonable endeavours to ensure that the Crew are familiar with such policies and requirements, provided copies of such documents are supplied to ADPS in a timely fashion in advance of the Crew starting work on any Vessel/s.
 
2.2.13.     ADPS will use reasonable endeavours to ensure that all Crew shall make every attempt to comply with the orders and/or requirements of the Client provided the requirements are reasonable and compliant with the professional and safe operation of the Vessel/s.
 
2.2.14.     ADPS will use reasonable endeavours to ensure that all Crew charged with operating the DP System shall be considered primarily as Ships Officers and should participate in the operation of the Client’s vessels as required, subject to the limits of their qualifications.
 
2.2.15.     If required by the Client, ADPS shall equip the Crew with personnel protection equipment such as but not limited to working suit (coverall), shoes, safety helmet. The costs of the equipment shall be charged to the Client at cost.
 
2.2.16.     ADPS shall engage the Crew through a company called Guernsey Maritime Company Ltd ("GMC"). Seaman’s Employment Agreement (SEA) of the Crew will be issued by GMC and GMC shall pay the Crew for the work performed by them out of the fee ADPS receives from the Client. The charges of GMC shall be covered by ADPS out of the fee ADPS receives from the Client
 
2.2.17.     All Crew shall receive a SEA (or in the case where they are not employees) evidence of contractual or similar arrangements relating to their engagement (SEA Equivalent), prior to joining the appointed Vessel/s. The SEA or SEA Equivalent shall in the first instance be sent by email to the Crew for their information and agreement, the original copy of the SEA/SEA Equivalent being forwarded by post to the Crew’s home address. Each Crew may have access to their SEA/SEA Equivalent via email if requested
 
2.2.18.     Whilst the Crew shall have access to their SEA/SEA Equivalent it is at their discretion whether they provide the Master or vessel Owner/Operator with a copy of it. If a Port State or Flag State demands a copy of the SEA/SEA Equivalent, ADPS shall assist in forwarding the SEA/SEA Equivalent to the Crew for them to present to the demanding authority.
 
2.2.19.     ADPS will be responsible for ensuring on behalf of the Client that the Crew get paid their salary.
 
2.2.20.     The Day Rate charge for each of the Crew (Appendix 2 of the Framework Agreement) is valid for one (1) year from the commencement of the Framework Agreement, subject to clause 1.2.21 and to any Crew salary increase due to exceptional market forces. In the event of exceptional market forces resulting in Crew salary increase, ADPS will provide one (1) months’ notice of the increase to the Client, who shall not unreasonably withhold consent.
 
2.2.21.     Notwithstanding items 1.2.19, 1.2.20, ADPS reserve the right to increase the day rate charge, after consultation with the Client, if the Vessel/s work in areas regarded as high risk to personal safety, areas of punitive taxation which would have an impact on the Crew’s normal earning capacity. ADPS will not place a mark-up on the extra salary increase that may be awarded to the Crew and ADPS shall work in cooperation with the Client in agreeing the salary to be paid to the Crew.
 
2.2.22.     The Client may utilise the Crew on any of the Vessel/s in the Client fleet at the rank in which the Crew have been engaged. The Client may at their discretion promote or temporarily promote the Crew as required by the demands of the job providing the Crew are capable of such employment and subject to the Crew being in agreement. The Client shall inform ADPS of such periods and shall acknowledge the increase in charges for such periods. The Crew shall confirm the utilisation/promotion on their timesheets and ADPS shall pay the Crew the higher salary due for the position. ADPS shall not incur any liability or responsibility arising out of the Client's promotion or temporary promotion of Crew.
 
2.2.23.     ADPS shall act as guarantor to any cash advances or communication costs incurred by the CREW onboard the VESSEL/s on provision ADPS are advised of the costs within seven (7) days of departure of any Crew.
 
2.2.24.     When ADPS are acting as the sole supplier of crew for a Vessel/s then the ADPS appointed Crew Consultant shall attend the Client office at <the Client’s Address> on request, at the Client’s expense. The Crew Consultant will in addition attend any vessel or meeting as required by the Client at the Client’s request and expense, upon reasonable notice.
 
2.2.25.     Captain Lee Brown (Technical Director) or any other ADPS nominated person shall attend the Client as and when reasonably required. All associated cost shall be covered by ADPS.
 
2.2.26.     It is accepted by the Client that the Crew provided by ADPS are to provide expertise and working knowledge to the Vessel/s and that the Crew shall operate to the best industry practices as per their training and experience. This may result in a refusal to place a Vessel in a certain position or allow a Vessel to operate equipment or allow contractors to operate any project from the Vessel if such operations are against best industry practice. If the Crew refuses to participate in a venture due to not following best practice, then the Crew shall not be subjected to any disciplinary proceedings as stated in A 1.3 of this Agreement for their refusal.
 
2.2.27.     It is accepted by the Client that as proof of service the Crew shall submit ADPS timesheets on a monthly basis and that ADPS shall charge the Client for such times as stated on the timesheet in accordance with the pay schedule in Appendix 2 of the Framework Agreement. The timesheet shall be signed by either:
 
2.2.27.1.     Master
2.2.27.2.     Chief Engineer
2.2.27.3.     Senior  Client company representative
 

2.3.     Disciplinary Matters:

 
2.3.1.         In cases of negligence or of a gross disciplinary matter (including but not limited to those set out in this clause) on the part of the Crew as notified by either of <insert position> of the Client or the Client Master only, then ADPS shall immediately cause the said Crew to be removed from the Vessel and replace the said Crew within seven (7) days, subject to any travel or visa restrictions prolonging the period. The Client shall be responsible for the costs of the replacement Crew.
 
2.3.1.1.         Assault.
2.3.1.2.         Possession of offensive weapons.
2.3.1.3.         Disobedience of orders relating to the safety of the vessel.
2.3.1.4.         Drunkenness, Drug or Substance abuse. Failure to comply with any security, drug and alcohol policy in force by the Client.
2.3.1.5.         Theft or carriage of contraband.
2.3.1.6.         Gross Negligence or incompetence.
2.3.1.7.         Conduct prejudicial to good order and discipline.
2.3.1.8.         Unauthorised absence from the ship at the time of her departure.
2.3.1.9.         Contravention of local laws or charter’s regulations.
2.3.1.10.     Any certification of the Mariner found to be fraudulent.
 
2.3.2.         The Client shall on their own behalf and on behalf of any the Client Associated Company be liable for the costs of travel and repatriation of any Crew in circumstances set out in clause 1.3.1 or as otherwise provided for as required of the "ship-owner" under the terms of the MLC. The Client shall provide ADPS supporting evidence and statements from the Master or <insert position> as to why the Crew was dismissed from the Vessel. The Client shall indemnify and hold harmless ADPS and GMC against each and every cost, claim, liability, expense or demand ("Employment Costs") arising from or in connection with the employment/engagement or termination thereof of any Crew resulting from their engagement on any of the Vessel/s. 
 

2.4.     Accountancy and Payment

 
2.4.1.         ADPS shall be responsible for any or all business taxes, duties and the likes (hereinafter referred to as TAXES) in respect of any income, profits or gains of ADPS in connection with its performance of the Framework Agreement that may be directly attributable to ADPS. If the Client deducts any amount in respect of such TAXES at source then the Client shall pay out any such amount to the relevant authorities and shall provide ADPS with receipts and any other evidence reasonably requested by ADPS for the said payments. If the Client Vessel/s work in an area where ADPS may be liable for such taxes the Client should advise ADPS accordingly of the potential liability to pay tax.
 
2.4.2.         (Strike out as required)
 
EITHER
2.4.2.1.         ADPS shall at the beginning of each month invoice the Client with an estimate of the costs of the forthcoming month. The invoice should be paid, in total, by the last banking day of that month. If the Client believes that the ADPS estimate is more than ten per cent (10%) in error a request to resubmit an adjusted invoice may be made by the Client on provision any adjusted invoice is still paid by the last banking day of the month. ADPS shall, upon receiving evidence of actual costs raise an adjusting invoice/credit note to be applied on the subsequent month’s estimate of costs, the account to be finally balanced on the cessation of work with the Client
OR
 
2.4.2.2.         The Client agrees to pay on demand to ADPS for the proposed services. If at the end of the Crew’s trip there is a shortfall then the Client agrees to pay the said shortfall without delay. If at the end of the Crew’s trip ADPS have overcharged the Client then ADPS will issue a credit note.
OR
 
2.4.2.3.         ADPS shall at the end of each month, invoice the Client for the charges and costs of the Crew of that month. The invoice should be paid, in total, by the latter of the last banking day of the following month, or 30 days following the invoice date. If the Client believes the ADPS invoice is in error then the Client should pay the undisputed amount within the agreed period but may hold back the disputed amount of the invoice until an agreement may be reached as to the correct amount to pay, if any. Should it be found that ADPS owe the Client money a credit note shall be raised.
 
2.4.3.    Actual costs of Crew shall be proven by written evidence and receipts.
 
2.4.4.    ADPS shall guarantee to pay the Crew wages subject to the Client having paid ADPS the correct amount for the services of the said Crew within the required time frame.
 
2.4.5.    ADPS shall at all times maintain and keep true and correct accounts and shall make the same available for inspection and auditing upon demand by the Client. ADPS shall on termination of the Framework Agreement if so requested by the Client release all originals, where possible, or otherwise certified copies of all such accounts.
 

2.5.     Late Payment

 
2.5.1.         Where the Client, for whatever reason, does not pay ADPS in accordance with the terms of the Framework Agreement then ADPS may apply interest charges to the overdue amount/s in accordance with the “Late payment of Commercial Debts (Interest) Act 1998” at a rate of 8.5% per annum [ equates to 0.7% per month].
 
2.5.2.         The Client agrees to pay ADPS any costs arising out of the recovery of any outstanding debts under the Framework Agreement.
 

2.6.     CREW Insurance

 
2.6.1.         The Client will ensure that the Crew will be indemnified under the Vessel/s P&I insurance for all requirements as detailed under the requirements of the MLC.
 
2.6.2.          In the event that on any occasion, for whatever reason, that insurance is not available for the Crew, the Client should inform ADPS immediately and in any event before the Crew boards the Vessel/s. ADPS shall obtain appropriate insurance for the Crew the cost of which shall be added to the day rate charge listed in Appendix 2 of the Framework Agreement and shall be confirmed in the ‘Attachment A’ form listed in Appendix 3 of the Framework Agreement.
 
2.6.3.         It shall be noted on the ‘Attachment A’ form listed in Appendix 3 of the Framework Agreement, if insurance is provided by the Client or by ADPS.
 

2.7.     ADPS Charges

 
2.7.1.         ADPS shall not charge the Client an additional administrative fee for ADPS' services in the performance of crewing the Clients vessel/s. Any charges that may be chargeable to the Client shall be performed at cost.
 

3. Client Obligations:

 
3.1.     For the duration of this Agreement, the Client agrees to promptly pay ADPS as agreed in item 1.4.2 (i or ii) above.
 
3.2.     The Client will be responsible for informing ADPS of and approving requirements for working permits, permits, licenses, health certificate, visas etc. required for the Crew in a timely fashion.
 
3.3.     ADPS will endeavour to support the Client in ensuring that it (and where applicable any the Client Associated Company) complies with the requirements of the MLC. It is acknowledged that the Client (or as applicable any the Client Associated Company) as the ship owner/operator is responsible for complying with the requirements of the MLC. The Client shall indemnify and hold harmless ADPS and GMC against each and every cost, claim, liability, expense or demand arising from or in connection with any failure by the Client or any  the Client Associated Company failures under the requirements of the MLC. 
 
3.4.     The Client shall provide the senior Crew with single berth accommodation and lower ranked Crew may share cabins (opposite shift arrangements). The housekeeping of the Vessel/s must be to a good standard. Crew should be provided with all meals.
 
3.5.     The Client shall and/or will procure that any the Client Associated Company shall provide the Crew with a safe working area and insurance cover to ‘International Transport Workers Federation Offshore bargaining agreement’ standards as a minimum and shall indemnify and hold harmless ADPS against each and every cost, claim, liability, expense or demand arising from or in connection with any injury, sickness, and disease, death and repatriation expenses caused by breach of this clause.  Where the Client does not provide the required insurance cover and indemnity, then ADPS should be advised prior to any of the Crew boarding a Vessel/s so that ADPS will provide the required insurance protection and charge the Client for the cost of such insurance.
 

3.6.     Communications

 
3.6.1.         The Client will provide Crew access to Inmarsat communication facilities, including telephone and fax and email, to communicate with ADPS during operation. The cost of the communication shall be paid by the Client.
 
3.6.2.         All personal communications by the Crew shall be at their own cost. The Client agrees to inform ADPS of any Crew charges at the end of each month and/or within 7 days of the Crew leaving the vessel. 
 
3.6.3.         Failure to inform ADPS of the charges may result in ADPS not being able to recover the said charges and by default, the non-payment of such charges to the Client.
 
 
3.7.      The Client will be responsible for transiting the Crew from the airport to /from the Vessel/s.
 
3.8.     If for any reason there is a delay between joining and leaving the Vessel/s and the Crew’s flights the Client shall accommodate the Crew in suitable accommodation and provide proper meals at the Client's cost.
 
3.9.     The Client shall, to approve and acknowledge acceptance of each of the Crew, sign and return by email or fax, a form called the ‘Attachment A form’ (example copy in Appendix 3 of the Framework Agreement). ADPS shall complete and sign the ‘Attachment A form’ and send the ‘Attachment A form’ to the Client by email or fax, and if accurate and the Client accept the details in all respects, of the ‘Attachment A form’ then the Client should sign and returned the ‘Attachment A form’ to ADPS prior to the Crew being dispatched to the Vessel.
 
3.10. The Client shall inform ADPS the mob/demob date/s of Crew in writing (email) at least 5 days prior to departure and agree to pay ADPS for the Crew service at the rank they are engaged at or for the rank in which the Crew may subsequently perform at the day rate specified in the ‘Attachment A form’ form of the Framework Agreement for each rank of service.
 
3.11.  The Client should provide ADPS with job descriptions and training matrix for all the ranks supplied by ADPS
 

3.12. Crew Duration of Contract

 
3.12.1.      Subject to clause A 1.3, the Client agree to honour the length of the contracted tour of duty of the Crew as stated within the ‘Attachment A form’ form attached in Appendix 3, subject to seven (7) days leeway either side of the due date of completion of the contract of the Crew. Where the Client does not honour the length of contracted tour, 2.12.4 will apply.
 
3.12.2.      The Duration of Appointment (number of days), as specified in the Attachment A Form, may be decreased or increased by a maximum of seven (7) days as required by  the Client. Where the Duration of Appointment is decreased by more than seven (7) days, the Client shall remain under obligation to pay a minimum of 50 per cent of the Crew's wages for the number of days by which the Duration of Appointment has been decreased.  Where the Duration of Appointment is increased by more than seven (7) days, the Client shall pay the Crew's wages until the Crew's departure from the Vessel/s or until a new agreement is entered into in which circumstances that new agreement shall govern the wages and duration of appointment of the Crew.
 
3.12.3.      Should the Crew be required to attend any office, medical facility or embassy prior to departing for or on return from the Vessel then for such periods, the Client's liability shall operate as if the Crew were employed on the Vessel/s including liability for the Crew's day rate and insurance.
 
3.12.4.      If, for whatever reason, other than under A 1.3, the Client discharge the Crew early, then  the Client will pay compensation to the rate of half the day rate as specified in the ‘Attachment A form’ form until such time as the normal completion date of the contracted tour of duty of the Crew has been reached or the Crew have been offered alternative work by ADPS or are re-employed elsewhere.
 
3.12.5.      The CREW have a right to be returned home from the Vessel/s after the period specified in the “Duration of Appointment” box in ‘Attachment A form’ attached in Appendix 3 has elapsed plus seven (7) days unless by mutual agreement the CREW are willing to extend their contract period. In the event of an extension to the agreed duration, ADPS reserve the right to increase the charge rate as specified in ‘Attachment A form’ to the Client in order to pay the CREW an additional sum if so negotiated for any time extensions to contracts. In any event ADPS will present the Client with a new contract for the CREW for the extension period.
 
 

Liabilities of Both Parties

 
1.         Both parties agree to do their best in friendly cooperation. Any and all disputes arising out of the performance of the Framework Agreement will be settled through consultation between both parties.
 
2.         Each party will be independently responsible for their own company compliance with any and all related laws, decrees and regulations of COUNTRY of company registration.
 
3.         If applicable, taxes for which ADPS are liable under the Tax Laws and Regulations of the COUNTRY where the Client vessel is working shall be deducted at source by the Client from the invoices sent by ADPS. The Client shall pay over to the tax authorities of the said COUNTRY any amount so deducted and shall indemnify and hold harmless ADPS from any claim for payments of tax of the said COUNTRY. The Client shall send receipts of payments of taxes to ADPS (or any other evidence reasonably requested by ADPS in respect of payments) by email and or fax and the deductions should not be made retrospectively. the Client shall advise ADPS in advance of any such taxes that may be applicable and agree on any adjustment in the charge rates should it be found the tax regime is punitive compared with ADPS’ normal tax obligations.
 
4.         ADPS shall hold harmless and indemnify the Client, any  the Client Associated Company, its and their respective officers and employees (hereinafter jointly and severally referred to as the " the Client INDEMNIFIED PARTIES") from and against all liability for injury to or death of ADPS's Office Personnel and for loss of, or damage to, ADPS’ property and all claims, demands, proceedings, damages, costs, losses, liabilities and expenses whatsoever resulting therefrom, arising out of, or in consequence of the performance of the Framework Agreement, irrespective of the negligence of or breach of any duty of the Client INDEMNIFIED PARTIES.
 
5.         ADPS shall be under no liability whatsoever to  the Client for any loss, including for death or personal injury, damage, delay or expense of whatsoever nature, whether direct or indirect (including but not limited to loss of profit arising out of or in connection with detention of or delay to the Vessel) and howsoever arising  (including due to the negligence of ADPS, its employees, agents or sub-contractors) in the course of performance of the Framework Agreement UNLESS same is proved to have resulted solely from the wilful default of ADPS or its employees or agents, or sub-contractors employed by ADPS in connection with the Vessel/s, in which case ADPS’ public liability indemnity for each incident or series of incidents giving rise to a claim or claims shall never exceed a total of £2,000,000.
 
6.         Notwithstanding anything that may appear to the contrary in this Agreement, ADPS shall not be liable for any loss, including for death or personal injury, damage, delay or expense of whatsoever nature or for any acts or omissions of the Crew, even if such acts or omissions are negligent, grossly negligent or wilful.
 
7.         The Client hereby undertakes to keep ADPS and their 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 arising out of or in connection with the performance of this Framework Agreement, and against and in respect of all costs, loss, damages and expenses (including legal costs and expenses on a full indemnity basis) which ADPS may suffer or incur (either directly or indirectly) in the course of the performance of this Framework Agreement.
 
8.         Trading Restrictions:  The Client and ADPS will prior to the commencement of this Agreement, agree on any trading restrictions to the Vessel/s that may result from the terms and conditions of the Crew employment. The Crew shall not enter a war zone.
 

9.         Insurance

 
9.1.      Each party shall at its own costs and expenses obtain and maintain or cause to be obtained or maintained in full force all appropriate insurances for the performance of each parties business to be effective individually to each party and to be effective throughout the duration of the Framework Agreement.
 
9.1.1.         ADPS are insured for Public Liability and Employers Liability (ADPS employees only) copies of the insurance certificates are in Appendix 4 of the Framework Agreement.
 
9.2.      Neither failure to comply nor full compliance with the insurance provisions in the Framework Agreement shall limit or relieve ADPS from holding the Client harmless in compliance with the indemnity provisions of the Framework Agreement.
 
9.3.      Neither failure to comply nor full compliance with the insurance provisions in the Framework Agreement shall limit or relieve the Client from holding ADPS harmless in compliance with the indemnity provisions of the Framework Agreement.
 

10.      BANKING

 
10.1. The invoice/s sent by ADPS to  the Client shall be rendered and paid in Pounds (sterling) by wire transfer to the bank account hereunder nominated by ADPS:
 
Bank Account Name:
XXX
 
Bank Account Number: XXX
 
Bank Name:               XXX
Sort Code:                                 XXX
Branch Id Code:       XXX
IBAN Number:          XXX
 
10.2. ADPS shall issue invoices to the Client at the address hereunder (the Client accept that the invoice may be sent by email or fax. The original invoice shall be properly endorsed and sent by post to the Client).
 
Company: <Exact name of company to be invoiced>
Attn: <Responsible Contact>
Address: <Invoice address>
Tel:
Fax:
E-mail: <Responsible Contact email>
 
10.3. Notwithstanding any Clauses above, if the Client dispute all or part of an invoice, if the invoice includes charge items that are not covered by this Framework Agreement and/or not mutually agreed between the two parties, the Client shall pay the undisputed portion of the invoice and shall notify ADPS of the items disputed, in order to allow sufficient time to resolve the disputed items and come to an agreement.
 

11.      Himalaya Clause

 
11.1. It is hereby expressly agreed that no employee or agent of ADPS (including every sub-contractor from time to time employed by ADPS) shall in any circumstances whatsoever be under any liability whatsoever to the Client for any loss, damage or delay of whatsoever kind arising or resulting directly or indirectly from any act, neglect or default on his part while acting in the course of or in connection with his employment and, without prejudice to the generality of the provisions of the Framework Agreement, every exemption, limitation, condition and liberty herein contained and every right, exemption from liability, defence and immunity of whatsoever nature applicable to ADPS or to which ADPS are entitled hereunder shall also be available and shall extend to protect every such employee or agent of ADPS acting as aforesaid and for the purpose of all the foregoing provisions of the Framework Agreement regarding the parties’ liability to each other, ADPS are or shall be deemed to be acting as agent or trustee on behalf of and for the benefit of all persons who are or might be his servants or agents from time to time (including sub-contractors) as aforesaid) and all such persons shall to this extent be or be deemed to be parties to this Framework Agreement.
 

12.      Force Majeure

 
12.1. The term “Force Majeure” as used herein shall mean any event which is unpredictable, sudden, insurmountable and outside the control of the parties hereto such as, but not limited to, loss or unavailability of the VESSEL/s, caused by explosion, fire, lighting, earthquake, epidemic, any other acts of God, war, riot, civil disturbance, strikes, Government orders or decisions or administrative measures of whatever nature or description.
12.2. If any party hereto is prevented, hindered or delayed in performing its obligations hereunder as result of “Force Majeure”, such prevention or delay shall not be considered as a breach of the Framework Agreement nor shall any liability so arise under the Framework Agreement and that party shall be relieved from its related obligations for the duration of such “Force Majeure”, provide that there is a direct relation between such prevention or delay and the “Force Majeure”.
 
12.3. In the event of “Force Majeure”, the parties shall do their utmost to remedy the situation as quickly as possible.
 

13.     Assignment

 
13.1.   The Framework Agreement shall not be assigned in whole or part by any party hereto without the prior written consent of the other party hereto such consent not to be unreasonably withheld.
 

14.     Governing Law and Dispute Resolution

 

14.1.   The Framework Agreement, including these terms and conditions shall be governed and construed in accordance with the laws of England and Wales.
 
14.2.   In the event of a dispute arising out of or relating to the Framework Agreement including any question regarding its existence, validity or termination, the parties shall first seek settlement of that dispute by mediation. The parties shall be free to determine the procedure for mediation.
 
14.3.   If the dispute is not settled by mediation within 60 days, of the commencement of the mediation, or such further period as the parties shall agree in writing, the courts of England and Wales shall have non-exclusive jurisdiction to settle any dispute or claim arising out of or relating to the Framework Agreement.
 

15.      Notice

 
15.1. Any notice to be given under the Framework Agreement by either Party shall be in writing and shall be personally delivered or sent by mail, postage prepaid in ENGLISH to the address stated below. Such notice shall be deemed as received.
 
If to  the Client   If to ADPS
Address:     Address: 6 Sandy Court, Ashleigh Way,
Langage Office Campus, Plympton, Plymouth, PL7 5JX, United Kingdom
Attn:     Attn: Capt Lee Brown
Tel:     Tel: +44 (0) 1752 226797
Fax:     Fax: +44 (0) 1752 268789
E-Mail:     E-Mail: lee@adpsltd.com
 

 

16.    Termination

 
16.1.  the Client’s Default
 
16.1.1.          ADPS shall be entitled to terminate the Framework Agreement with immediate effect by notice in writing if any sum payable by the Client under this Agreement shall not have been received in the ADPS nominated account within ten (10) running days of receipt by the owners of ADPS’ written request in accordance with Clause A1.5 or if the VESSEL/s is repossessed by the Mortgagees.
 
16.1.2.          If  the Client:
 
                                                      I.          Fail to meet their obligations of the Framework Agreement for any reason within their control, or
                                                    II.          Proceed with the employment of or continue to employ the VESSEL/s in the carriage of contraband, blockade running, or in an unlawful trade, or on a voyage which in the reasonable opinion of ADPS is unduly hazardous or improper.
 
ADPS may give notice in writing of the default to the Client, requiring them to remedy it as soon as practically possible. In the event that the Client fails to remedy the default within a reasonable time to the satisfaction of ADPS, then ADPS shall be entitled to terminate the Agreement with immediate effect by notice in writing.
 
16.2. ADPS Default
 
If ADPS fail to meet their obligations within The Framework Agreement for any reason within the control of ADPS, the Client may give notice in writing to ADPS of the default requiring them to remedy it as soon as practically possible. In the event that ADPS fail to remedy the default within a reasonable time to the satisfaction of the Client, the Client shall be entitled to terminate the Agreement with immediate effect by notice in writing.
 
16.3. Extraordinary Termination
 
The Framework Agreement shall be terminated forthwith in the event of an order being made or resolution passed for the winding up, dissolution, liquidation or bankruptcy of either party (otherwise than for the purpose of reconstruction or amalgamation) or if a receiver is appointed, or if it suspends payment, ceases to carry on business or makes any special arrangement or composition with its creditors.
 
16.4. In the event of the Framework Agreement being terminated by either party in accordance with sub clause B14.1 or B14.3, the fee and the Crew Support costs shall continue to be payable from the date on which the CREW leave the Vessel/s for the number of months/days stated in the ‘Attachment A form and/or in the case of the lower ranked crew (ratings) the duration agreed in the contract.  the Client shall also pay an equitable the Client proportion of such reasonable Severance Costs (being the costs which are legally required to be paid to the Crew as a result of the early termination of any contracts for service on the Vessel/s) as ADPS can  the Client prove that they have incurred. ADPS shall use their best endeavours to minimise such Severance Costs which, in any event, shall not exceed a maximum sum equivalent to the CREW’s basic wages for the number of months/weeks as stated in the Attachment A form and/or in the case of the lower ranked crew the duration agreed in the contract
 
16.5. The termination of the Framework Agreement shall be without prejudice to all rights accrued due between the parties  the prior to the date of termination
 
  
17.      Patent and Copyright
 
17.1.  ADPS agrees to indemnify and hold harmless the Client, its parent, sub­sidiaries or affiliated companies of either and co-ventures against all claims, demands, costs, or expense that may arise or accrue by reason of the infringement of any patent or copyright in the performance of the Works, or by reason of the manner in which the same is performed, or through the use of any patented or copyrighted device or article.
 
18.      Publicity and Confidentiality
 
18.1.  ADPS shall not disclose details of the Works to any person or persons except those engaged in its performance, and only then to the extent required for the particular portion of the Works being done.
 
18.2. ADPS shall not give any information concerning details of the Works, or the operations to which the WORKS relates, to the press or a news disseminating agency without the Client's prior written approval.
 
18.3. No photographs of the Works, or the operations to which the Works relates, are to be taken without prior written approval of the Client.