Terms & Conditions For Services
1. Fixed Fee
Where the scope of services, including reimbursable expenses, subcontracts, and outside services can be clearly defined, URSA will bill for services on a fixed fee basis. Invoices for fixed fee services will be issued based on the billing milestones and schedules established in the attached Proposal.
2. Time & Materials
When fixed fee services are not appropriate, URSA will bill on a time & materials basis to a mutually agreed-upon budget as set out in this proposal. Invoices for time & materials services will be issued monthly for:
Hourly fees for services – at the current billing rate established in the attached Proposal, based on time, including travel time, expended on the project by professional, technical and administrative personnel.
Reimbursable expenses – unless otherwise agreed in the attached Proposal, billed at cost, including costs for travel out of the applicable station as well as items such as non-routine communication, reproduction, and delivery charges.
3. Invoicing & Payment Adjustment
Invoices will be submitted based on the terms established in Paragraphs 1 & 2 above and as established in the attached Proposal. Payment is due 20 calendar days after issuance of the invoice and becomes delinquent sixty (60) days thereafter. A late charge will be added to delinquent amounts at the rate of 1½ percent for each thirty (30) days delinquency.
The prices and rates set out in the attached Proposal shall not be subject to any adjustment for inflation, currency exchange fluctuation, changes in the cost of labor and materials or taxes and duties or any other adjustment whatsoever for the period until 31 December 2024. However, the Parties recognize that this Contract provides for a long-term cooperation and that such adjustments as referred to in the previous sentence shall be made with effect as of 1 January 2025 to maintain the commercial balance between the Parties. URSA shall latest 1 December 2024 propose the adjustment of the Proposal to the Client. The Client shall approve or otherwise respond to the revised proposal latest 1 week thereafter. If the Parties cannot agree to such adjustment set out in the Proposal within 20 December 2024, each Party shall be free to terminate this agreement with effect as of 1 January 2025; however, any work already executed shall be fully honored by both Parties. Similar adjustments of the Proposal shall take place every year after 1 January 2025 and the above procedure shall apply mutatis mutandis.
4. Scope of Services
The entire basic scope of services to be provided by URSA is described in the attached Proposal. If mutually agreed to in writing by Client and URSA, additional services may be added to the basic scope of service, understanding that payment and schedule will be adjusted accordingly by an adjustment to the individual task which the adjustment relates to.
5. Limitations of Liability
URSA warrants to Client that the works, including, without limitation, the deliverables, shall be of good quality, completely new and reliable; be fit for the purpose stated in, or as may be reasonably inferred from the Proposal; and be free from defects in the design, materials, engineering, and title. The said representations, warranties and guarantee shall not apply if Client’s by execution of reasonable inspections and tests of the deliveries should have discovered such defects in the deliveries.
In recognition of the relative risks and benefits of the project to the Client and to URSA, the Client agrees, to the fullest extent permitted by applicable law, to limit the liability of URSA and all URSA´s subcontractors supporting the project for any and all claims, losses, damages, or incurred expenses to a total maximum liability to 100 % of the total price payable under the respective Part for the service the claim, loss or damage relate to (including claims for defects and delays subject to clause 7). Such claims and losses shall in any event be limited to only include direct damages and shall exclude any form of indirect or consequential losses, damages and liabilities including any losses, damages and liabilities resulting from any claims for negligence, professional errors or omissions, strict liability, and breach of contract.
URSA shall be fully responsible and shall indemnify and hold the Client, its officers and representatives harmless from and against any and all claims, liabilities, judgments, settlements, losses, damages, expenses and other costs of whatever nature (including third parties claims and including reasonable attorney fees) arising out of or resulting from the work and/or services performed hereunder, its untrue representations and warranties hereunder or its failure to fully and timely abide by all the terms and conditions of this agreement.
6. Other Provisions
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One or more waivers by either or both parties of any provision, part of any provision, term, condition, or covenant of this agreement shall not be construed as a waiver by either party of any other provision, part of any other provision, term, condition, or covenant of this agreement.
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Unless specifically stated in the attached Proposal, URSA and all URSA´s subcontractors have no responsibility for discovery, presence, handling, removal, disposal, or exposure of personnel to hazardous or toxic materials in any form as part of the project scope.
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Unless specifically stated in the attached Proposal, it is understood that URSA will not provide design and construction review services relating to safety precautions of any contractor or subcontractor on the project.
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Any opinion of project cost offered by URSA represents the judgement of a design professional and is supplied only for general guidance, but URSA does not warrant the accuracy of its opinion as compared to actual contractor bids or actual cost.
7. Defects. Delays
In the event that there are any defects in the deliveries (production and fabrication drawings) which URSA delivers, URSA shall only be responsible for delivering necessary corrections of such defects in the deliverables and shall not be responsible for any re-work resulting from the use by Client of the deliverables in the Clients fabrication or construction activities or any other consequences of such use of the deliverables.
URSA warranty responsibility shall continue for twelve (12) months from the date of delivery of the deliverables with necessary Class approval. URSA’s liability for defects shall be limited to a maximum amount equal 15% of the price payable under the respective task which the delayed deliveries relate to.
URSA will prepare reports in a timely manner, consistent with professional care and the orderly progress of work. The agreed delivery date as set out in the PO shall not be altered without the prior written consent from Client. Should URSA propose any alteration to the delivery date it shall immediately notify Client stating the reasons for the proposed changes; the Contract delivery date shall stand unaltered unless Client consents to any proposed change in writing. A time extension shall be granted to URSA for any and all delays beyond URSA’s control (which shall include but not be limited to "force majeure events” which could not reasonably have been mitigated or foreseen at the time this agreement was executed). URSA shall not carry the risk for the time spent by the Class Society, shipyard or the vessel owner(s) in the approval process and shall be fully entitled to an extension of the delivery date for any delays caused by such third parties. URSA’s liability for delays shall be limited to the maximum amount equal to 15% of the price payable under the respective task which the delayed deliveries relate to.
8. Termination
Either party may terminate this agreement with seven (7) days´ written notice to the other in the event of a substantial failure of performance, including non-payment, by the other party through no fault of the terminating party. If this agreement is terminated, URSA shall be paid for services performed up to the termination notice date, including reimbursable expenses unless the agreement is terminated for cause attributable to URSA.
9. Ownership of Documents
Drawings, specifications and other documents, including those in electronic form, prepared by URSA and its subcontractors are instruments provided as “work-for-hire” under this Contract by URSA to Client. The ownership and title of all drawings, specifications, documents, 3-D models, any and all intellectual property rights, and any and all materials provided either in electrical or hard copy under this Contract shall rest with URSA. Client shall have a free revocable right to use all drawings, specifications and other documents for the project the deliveries relate to.
URSA warrants that the works or any portion thereof is and shall remain free from any restrictions, including but not limited to liens or encumbrances to title, findings of intellectual property infringement, or any injunctions against selling, manufacturing or using such works.
10. Electronic Document Transmittal
URSA accepts liability and responsibility only for instruments of service that can be verified as having been produced and released by URSA or its subcontractors as indicated in hard copies by a hand-applied signature or in electronic copies by a verifiable digital signature. Drawings, Specifications, and other Documents supplied in electronic form as editable or native format files are provided solely for convenience of the Client as non-verifiable information and therefore will not be considered instruments of service. Delivery shall be considered completed where URSA provides verifiable electrical or hard copy to Client. Any other form of delivery will not be considered valid delivery under the Contract.
11. Venue
This Contract shall be governed by Norwegian Law. Without prejudice to the Parties’ rights to take interim legal measures, such as injunctions etc., any controversy or dispute that may arise out of or in connection with this Contract which cannot be resolved by mutual agreement between the Parties, shall be referred to and finally resolved by arbitration in accordance with the provisions of the Norwegian Arbitration Act (Norwegian Act no 25/2004) as subsequently amended or replaced. The number of arbitrators shall be three unless the Parties otherwise agree.
The District Court of Oslo shall be the proper legal venue under the Norwegian Arbitration Act, Section 6. The seat, or legal place, of arbitration shall be Oslo, Norway.
The language to be used in the arbitral proceedings shall be English.
12. Confidentiality
Each Party agrees that it shall not disclose to any third Party other than Class Society, any information, documentation, data (including pricing, financial or business information), know-how and trade secrets disclosed to it by the other Party, except for information: (a) that was in the public domain prior to a Party’s receipt thereof or which subsequently becomes part of the public domain by publication or otherwise; or (b) that was in the receiving Party’s possession prior to its receipt thereof through no breach of any confidentiality obligation; (c) that is received by a Party from a third party without breaching any confidentiality obligations; (d) disclosure is required by applicable rules, law or regulation. This Clause shall survive the termination and/or completion of this Contract for a period of five – (5) years of this Agreement.