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Terms & Conditions

Offshore Marine People & Academy Limited Terms and Conditions

Offshore Marine People and Academy Limited trading as Offshore Marine People and Academy, incorporated and registered in England and Wales with company number 07084852, whose registered office is at 55 Queen Square, Bristol, BS1 4LH (hereinafter referred to as “Company”) wishes to engage the Contractor to provide Services to the Company.

Whereas the Company is a personnel agency to the offshore oil and gas and renewable energy industry and the Contractor is experienced and qualified in the provision of Services.

Definitions

The definitions and rules of interpretation apply in this Agreement (unless the context requires otherwise).

Agreement: these standard terms and conditions for the provision of Services and any amendments or variations thereto;

Client: the person, firm or corporate body together with any subsidiary or associated body corporate as defined by the Companies Act 2006 requiring the services of the Contractor.

Contractor: The person supplying Services to the Company and / or Client.

Expenses: means costs and general expenses incurred in the performance of the Services which have been agreed in advance by the Company and conform to the expenses policy of the Company with policy number OM-COR-PR-001-Z5

Fees: means the charges and remuneration, together with all emoluments as agreed by the Company and the Contractor prior to the commencement of the Services.

Insurance Policies: commercial general liability insurance cover, employer’s liability insurance cover and public liability insurance cover.

Services: All work that the Contractor is required to carry out in accordance with the provisions of the Agreement including but not limit to work and deliverables.

Timesheets: shall give details of the days which the Contractor has worked, the services which have been provided, any expenses incurred for such Services during a Work Order. The timesheet and expenses must be signed by an authorised representative of the Company.

Work Order: the document which sets out all details of the Services including but not limited to fees, duration, location and the like. An example Work Order has been attached to this Agreement.

 

Now therefore the parties hereto agree as follows:

 

Work

The Company shall inform the Contractor the date that the Services are to commence, the expected duration of the Services, the Fees applicable and the Client’s location enclosed in a Work Order.  The Company shall also advise the Contractor of any experience, training or qualifications the Contractor is required to have by law or a professional body to carry out the Services.

The Contractor acknowledges that the Services may end at any time. The Company shall incur no liability to the Contractor should the Services end sooner than initially expected.

For Onshore Services the standard working day shall be 10 hours. For Offshore Services the standard working day shall be 12 hours. Such additional hours as are necessary for the proper performance of the Services may be required of the Contractor and the Contractor acknowledges that no further remuneration in respect of such additional hours may be paid.

 

Duties and conduct

The Contractor is not obliged to accept any assignment to provide the Services offered by the Company but if the Contractor does so, during and afterwards where appropriate, the Contractor agrees to:

  1. Carry out the Services at such times and in such locations as specified or as the Contractor and the Client shall from time to time agree (unless prevented by ill health or accident of the Contractor); and
  2. Provide the Services to the Company and / or Client with all due care, skill and ability and use all reasonable endeavours to promote the interests of the Client and the Company. The Services performed by the Contractor must be carried out to the satisfaction of the Client; and
  3. To co-operate with the Company and / or Client and to accept the direction, supervision and control of any responsible person in the Company’s and / or Client’s organisation; and
  4. To observe any relevant rules and regulations of the Company’s and / or Client’s establishment to which attention has been drawn or which the Contractor might have reasonably be expected to ascertain as an experienced Contractor of the Services; and
  5. Promptly give to the Company and / or Client all such information and reports as it may reasonably require in connection with matters relating to the provision of the Services, and be available to provide such assistance or information as the Company and / or Client may require; and
  6. Not to engage in any conduct detrimental to the interests of the Client or the Company; and
  7. Carry and / or submit all evidence of the required qualifications of the Contractor at all times or so when required to do so by the Company and / or Client; and

 

Health and Safety

The Contractor shall comply with all reasonable standards of safety and comply with the Company and Client’s health and safety procedures and all health and safety law from time to time in force where the Services are provided and report to the Company any unsafe working conditions or practices.

The Contractor shall take all reasonable steps to ensure safety and the safety of any other person who may be present or affected by the Contractor’s actions and comply with the health and safety policies of the Client.

The Contractor shall be responsible for any necessary inoculations and immigration requirements necessary for the provision of the Services.

 

Pay and expenses

As compensation for the provision of the Services the Company shall pay the Contractor a daily rate for each day worked. Should your services not be required for a full day, the day rate will be split accordingly to reflect the hours worked in line with 10 hours for onshore and 12 hours for offshore.

For each day the Contractor is travelling to and from the Location, the Company shall pay to the Contractor the Travel day rate as set out in the Work Order (with Travel days being paid on a door-to-door basis). For each day of Services the Company shall pay to the Contractor the relevant Onshore or Offshore day rate according to the Work Order.

Standby rate can only be claimed when instructed and authorised by the Project Manager.

The Contractor shall, on the last working day of each month during the provision of the Services, submit to the Company a timesheet which gives details of the days which the Contractor has worked, the services which have been provided, any expenses incurred and an invoice showing the amount of the fee payable plus reasonable expenses incurred (plus VAT, if applicable) for such Services during that month.  The Timesheet and expense sheet must be signed by an authorised representative of the Company.

The Company shall pay the monies due above within 45 days from of receipt of a properly authenticated timesheet, expense report and invoice based on the Company’s next available payment run.

The Company shall be entitled to set off and deduct from the fees (and any other sums) due to the Contractor any sums that the Contractor may owe to the Company at any time.

The Company shall reimburse all reasonable expenses properly and necessarily incurred by the Contactor which have been authorised. In addition the Company shall also reimburse any other expenses incurred by the Contractor which are in accordance with the Client’s policy on expenses and which have been approved by the Client. The Company will provide to the Contractor details of any Client’s policy on expenses.

 

Confidential information and Company Property

Neither the Consultant nor the Contractor shall use or disclose to any person either during or at any time after termination of this Agreement, any confidential information about the business affairs of the Company or any Client, or about any other matters which may come to the Contractor’s knowledge during the course of providing the Services. This clause does not apply to any disclosure authorised by the Company or the Client or as required by law, or any information which is already in, or comes into, the public domain.

The Company acknowledges and agrees that it will not disclose any information about the Contractor without prior consent, except in the cases of; for purposes of any legal proceedings (including arbitration), to provide information to a professional body of which the Contractor is a member; or any other purpose permitted under the Employment Agencies Act 1973 or the Conduct of Employment Agencies and Employment Business Regulations 2003

 

Data protection

The Contractor  consents to the Company holding and processing data relating to the Contractor for legal, personnel, administrative and management purposes and in particular to the processing of any “sensitive personal data” (as defined in the Data Protection Act 1998) relating to the Contractor  including, as appropriate: information about the Contractor’s physical or mental health or condition in order to monitor sick leave and take decisions as to the Contractor’s fitness for work; or the Contractor’s racial or ethnic origin or religious or similar beliefs in order to monitor compliance with equal opportunities legislation; information relating to any criminal proceedings in which the Contractor have been involved for insurance purposes and in order to comply with legal requirements and obligations to third parties; and

The Contractor consents to the Company making such information available to those who provide products or services to the Company (such as advisers), regulatory authorities, governmental or quasi governmental organisations and potential purchasers of the Company or any part of its business.

The Contractor agrees to keep the existence and nature of this Agreement and the discussions between parties confidential and not to release or make any publicity statement, advertisement or other disclosure with regard to this Agreement (including but not limited to the identity of the Client, location of Services, and Fee) without the prior written consent of the Company. Publicity statements shall include social media outlets, professional development websites and any other such mass media tool.

The Contractor acknowledge that, without prejudice to any other rights or remedies available to the Company in the event of a breach of this Agreement by the Contractor or those for whom the Contractor is responsible, damages alone would not be an adequate remedy for any breach by the Contractor of this Agreement and that the Company shall be entitled without proof of special damage to the remedies of injunction, specific performance and other equitable relief for any threatened or actual breach of this Agreement.

Upon threatened or actual breach of this data protection clause the Contractor shall not receive further payment of Fees or Expenses until equitable relief has been determined by the relevant authority.

 

Intellectual Property

The Contractor hereby assigns to the Company all existing and future Intellectual Property Rights (including without limitation, patents, copyright and related rights) and inventions arising from the services the Consultant provides for the Company. The Contractor agrees to promptly execute all documents and do all acts as may, in the opinion of the Company, be necessary to give effect to this clause.

The Contractor shall clearly identify any information over which the Contractor has pre-existing rights. The Contractor warrants and represents that the Company shall have an unfettered right to use such information over which the Contractor has pre-existing rights.

The Contractor acknowledges that, except as provided by law, no further fees or compensation other than those provided for in this agreement are due or may become due to the Contractor in respect of the performance of its obligations under this clause.

 

Insurance and liability

The Company shall have in place Insurance Policies to cover the Contractor for the period of the provision of the Services, as listed below;

  1. Employer’s Liability Insurance to a limit of £10,000,000
  2. Public Liability Insurance to a limit of £5,000,000
  3. Travel and medical insurance to cover the Contractor whilst working inside and outside of the UK

The Contractor shall be liable for and shall indemnify and hold harmless the Company from and against all losses costs and damages arising from damage to the property of the Contractor.

The Company shall be liable for and shall indemnify and hold harmless the Contractor from and against:-

All losses costs and damages arising from any injury (including death) to any employee of the Company, the Client and its other contractors, and

All losses costs and damages arising from damage to the property of the Company, the Client and other contractors.

The Contractor’s maximum liability to the Company under this Agreement, in tort or generally at law shall be limited to £5,000.

Notwithstanding anything else contained herein, the Company’s liability to the Contractor under this Agreement, in tort or generally at law shall be limited to any amount recovered under insurances provided by the Company. This limit shall not apply to the indemnities provided by the Company under preceding clause above.

 

Courses

  1. Course Fees include all course materials, lunch, tea & coffee for the duration of the course.
  2. All accommodation & travel must be organised and booked by the delegate. These must be flexible and allow for change or cancellation. We advise that travel and accommodation should not be booked until joining instructions have been issued as these confirm that the required places have been filled.
  3. Dates are subject to change. Whilst every effort is made to provide the courses as advertised it may be necessary to change dates or cancel a course up to 7 days before the start date.
  4. Offshore Marine People & Academy Limited (OMPA) reserve the right to cancel courses. In this event the delegate will be able to move the booking to an alternative date or receive a reimbursement of any fees paid. OMPA’s liability will be limited to the value of the course fees paid and will not include travel or accommodation.
  5. In order to attend, payment in full must be made prior to course date. If an invoice has been received this must be acknowledged and payment date must be communicated to OMPA.

Course cancellation terms

The delegate must confirm their place on the course in writing, no later than 7 days prior to the course, unless the booking is paid for via the website. In the event the delegate does not confirm their place and does not attend the course 50% of the total course fee will be charged to the delegate.

  1. The delegate must advise OMPA of cancellations in writing
  2. If cancellation is made up to 1 week prior to course date, no refund will be issued
  3. If cancellation is made up to 2 weeks prior to course date, 50% refund will be issued
  4. If cancellation is made up to 3 weeks prior to course date, 75% refund will be issued
  5. If cancellation is made up to 4 weeks prior to course date, a full refund will be issued

 

Termination

The Company may immediately, and without liability, instruct the Contractor to cease provision of the Services and/or terminate this Agreement where:

  1. The Contractor is guilty of gross misconduct affecting the business of the Company or the Client; or
  2. The Contractor commits any serious or repeated breach or non-observance of any of the provisions of this Agreement or refuses or neglects to comply with any reasonable and lawful directions of the Company or the Client; or
  3. The Contractor is incapacitated (including by reason of illness or accident) from providing the Services for a consecutive period of 5 days.
  4. The Contractor and/or the Consultant are guilty of any fraud or dishonesty or act in any manner which in the opinion of the Company brings or is likely to bring the Company or  the Client  into disrepute or which could  materially be  adverse to  the interests of the  Company or the  Client;
  5. The Contractor has not obtained the necessary inoculations or immigration documentation required by the Company and / or Client or does not provide any requested documentation and/or references  within 2 weeks of the Services  commencement date; or
  6. The contract between the Company and the Client relating to the Services is not executed by the Client or is terminated for any reason.
  7. The termination of the provision of the Services has been mutually agreed between the Contractor and the Company.
  8. The Consultant is in the reasonable opinion of the Company negligent or incompetent in the performance of the Services.
  9. For the Company’s convenience.

In all instances where the Contractor wishes to terminate this Agreement then the Contractor shall be obliged to give not less than 5 business days prior written notice of its intention to do so. Where the Company wishes to terminate this Agreement for any reason other than those listed in Clause 9.1 above then the Company shall give 48 hours’ notice.

 

Obligations upon termination

The Contractor shall, on termination of the provision of the Services, return to the Company or the Client, as the case may be, all books, records or papers or other property whatsoever belonging to the Company or the Client.

Termination or expiry of this Agreement shall not affect any rights, duties or liabilities of either party that have accrued prior to termination and those terms which by their nature are intended to continue in effect.

The rights of the Company are without prejudice to any other rights that it might have at law to terminate this Agreement or to accept any breach of this Agreement on the part of the Contractor as having brought this Agreement to an end. Any delay by the Company in exercising its rights to terminate shall not constitute a waiver thereof.

 

Status

The relationship of the Contractor to the Company will be that of independent contractor and nothing in this agreement shall render the Contractor an employee, worker, agent or partner of the Company.

This Agreement constitutes a contract for the provision of services and not a contract of employment and accordingly the Contractor shall be fully responsible for and shall indemnify the Company for and in respect of payment for the following UK and Non UK tax within the prescribed time limits, these include but are not limited to:

  1. Any income tax, National Insurance and Social Security contributions and any other liability, deduction, contribution, assessment or claim arising from or made in connection with either the performance of the Services or any payment or benefit received by the Contractor in respect of the Services. The Contractor shall further indemnify the Company against all reasonable costs, expenses and any penalty, fine or interest incurred or payable by the Company in connection with or in consequence of any such liability, deduction, contribution, assessment or claim other than where the latter arise out of the Company’s negligence or wilful default;
  2. any liability for any employment-related claim or any claim based on worker status (including reasonable costs and expenses) brought by the Contractor against the Company arising out of or in connection with the provision of the Services, except where such claim is as a result of any act or omission of the Company.

The Company may at its option satisfy such indemnity (in whole or in part) by way of deduction from payments due to the Contractor.

 

Entire agreement and previous contracts

This Agreement together with any documents referred to in either this Agreement constitute the entire agreement and understanding between the Contractor  and the Company and supersede any previous agreement between  the Company and the Contractor whether oral or in writing.

 

Variation

No variation to or amendment of this agreement or of any of the documents referred to in it will be valid unless it is in writing and signed by or on behalf of each of the parties.

 

Third party rights

The Contracts (Rights of Third Parties) Act 1999 shall not apply to this Agreement and no person other than the Company and the Contractor shall have any rights under it. The terms of this Agreement or any of them may be varied, amended or modified or this Agreement may be suspended, cancelled or terminated by agreement in writing between the parties or this Agreement may be rescinded (in each case), without the consent of any third party.

 

Governing law and jurisdiction

This agreement shall be governed by and construed in accordance with the laws of England and Wales.

Each party irrevocably agrees to submit to the exclusive jurisdiction of the courts of England and Wales over any dispute or other matter arising under or in connection with this Agreement.

 

Enforceability

If any provision or term of this Agreement shall be declared illegal, invalid or unenforceable for any reason whatsoever including, but without limitation, by reason of the provisions of any legislation or other provisions having the force of law or by reason of any decision of any Court or other body or authority having jurisdiction over the parties of this Agreement, such terms or provisions shall be divisible from this Agreement and shall not affect the validity or enforceability of any other terms of this Agreement.