DEFINITIONS
1.1 'Contract' shall mean the agreement in writing between the Client and the Contractor for the
provision of the Service, including therein all documents to which reference may properly be made in
order to ascertain the rights and obligations of the parties, except where agreed in writing between
the Client and the Contractor.
Any verbal comments made by the Contractor's staff, agents or sub-contractors, or any descriptions
or illustrations contained in the Contractor's catalogues, price lists or other promotional material are
intended to present a general idea of the Service and shall not form any representations or be part of
the Contract.
The conditions contained herein shall constitute the entire bargain between the parties except as
may be agreed in the Contract referred to above.
1.2 'Contractor' shall mean the person, firm or company whose offer has been accepted by the Client and
shall include the Contractor's legal representatives, successors and permitted assigns.
1.3 'Client' shall mean the person, firm or company named as such in the Contract for which the Service
is to be carried out and shall include the Client's legal representatives, successors and permitted
assigns.
1.4 'Minimum Service Period' shall mean the minimum period stated in the Contract for which the Client
shall, without prejudice to any other provisions of these Conditions, receive the Service.
1.5 'Service' shall mean all work to be carried out by the Contractor in accordance with the provisions of
the Contract.
1.6 'Service Charge' shall mean the sums or rates so named in the Contract together with any additions
thereto or deductions therefrom agreed in writing under the Contract.
1.7 'Sub-Contractor' shall mean any person (other than the Contractor) named in the Contract for any
part of the Works or the Service or any person to whom any part of the Contract has been, with the
consent in writing of the Client, sub-let and the legal representatives, successors and permitted
assigns of such person.
1.8 'Force Majeure' means, in relation to either party, any circumstances beyond the reasonable control
of that party (including, without limitation, failure of electro-mechanical equipment, failure of mobile
or satellite phone network coverage, actions of mobile network operator, extreme weather
conditions, acts of God, the consequences of enemy activity, the consequences of any terrorist
incident, any strike, lockout or other industrial action).
2 SERVICE AND STANDARD OF SERVICE
2.1 The Service shall be in accordance with the Contract. To the extent that the standard of the Service
has not been specified in the Contract, the Contractor shall execute the Contract with the care, skill
and diligence required in accordance with best telecommunications and computing practice.
3 SEVERABILITY
If any provision of these standard terms and conditions is held invalid, illegal or unenforceable for any
reason by any court of competent jurisdiction, such provision shall be severed and the remainder of the
provisions hereof shall continue in full force and effect as if these standard terms and conditions had been
executed with the invalid, illegal or unenforceable provision eliminated.
4 VARIATIONS
4.1 The Client may at any time during the Contract require the Contractor to undertake any reasonable
alteration to the Service, or any part thereof (hereinafter referred to as a 'Variation'). In the event of
such a Variation being required, the Client shall formally request the Contractor to state in writing the
effect such Variation will have on the Service and what adjustments, if any, will be required to the
Service Charge. The Contractor shall furnish such details within 14 days of receipt of the Client's
request or such other period as may be agreed. The Contractor shall not vary the Service in any
respect unless instructed in writing to do so by the Client.
4.2 A Variation under Sub-Clause 4.1 shall not invalidate the Contract. If such Variation or the revised
terms applicable to such Variation are not agreed within 14 days of receipt by the Client of the details
to be furnished by the Contractor pursuant to Sub-Clause 4.1 above then the Variation shall be
deemed to be withdrawn.
5 CONTRACTOR'S DEFAULT
5.1 If the Contractor shall fail to provide the Service or any part thereof with due diligence and
expedition, or shall refuse or fail to comply with any reasonable order given to it in writing by the
Client in connection with such default, or shall contravene any provisions of the Contract, the
Client may immediately give notice in writing to the Contractor to make good such failure or
contravention.
5.2 Should the Contractor fail to comply with the notice referred to in Sub-Clause 5.1 either within 7
days from receipt of such notice of failure or contravention capable of being made good within
that time, or otherwise within such time as may be reasonably necessary for making it good,
then without prejudice to any other right it may have under the Contract the Client may cancel
the Contract where after any sum paid in respect of a period beyond the cancellation date shall
be repayable by the Contractor.
5.3 Nothing in this Clause shall, in the event of a malfunction, prevent emergency action being taken
by the Client to meet its operational requirements but, if such action results in the Contractor
incurring additional costs in providing the Service, such reasonable costs shall be reimbursed to the
Contractor by the Client provided such emergency action is not taken as a result of failure by the
Contractor.
6 SPARE
7 INDEMNITY AND INSURANCE
7.1 Subject to the Specific Terms and Conditions, to the Appendix and to Sub-Clause 7.4 below the
Contractor shall indemnify and keep indemnified the Client, against injury (including death) to any
persons or loss of or damage to any tangible property which may arise out of the default or
negligence of the Contractor, its employees or agents, and against all claims, demands, proceedings,
damages, costs, charges and expenses whatsoever in respect thereof or in relation thereto, provided
that the Contractor shall not be liable for nor be required to indemnify the Client against any
compensation or damages for or in respect of injuries loss or damage resulting wholly from any act,
default, or negligence on the part of the Client, its employees or contractors (not being the
Contractor or employed by the Contractor). For the avoidance of doubt the Contractor shall not be
liable in any way for any fatality, injury or harm or loss of any sort suffered by a User whether arising
from accident or attack by a third party.
7.2 Subject to Sub-Clause 7.4 below the Client shall indemnify and keep indemnified the Contractor and
insure with a reputable insurance company against injury (including death) to any persons or loss of
or damage to any tangible property which may arise out of the default or negligence of the Client or
any contractor employed by the Client (other than the Contractor) and against all claims, demands,
proceedings, damages, costs, charges and expenses whatsoever in respect thereof or in relation
thereto.
7.3 Without thereby limiting its responsibilities under Sub-Clause 7.1, the Contractor shall insure with a
reputable insurance company against all loss of and damage to property and injury to persons
(including death) arising out of or in consequence of the Contractor's obligations under the Contract
and against all actions, claims, demands, costs and expenses in respect thereof, save only as is set out
in the exceptions in Sub-Clauses 7.4 and 7.5.
7.4 Injury (including death) to any person or loss of or damage to any property not belonging to the
Client or the Contractor, the respective liability of the Contractor and the Client under Sub-Clauses
7.1 and 7.2 in respect of any one act or default shall not exceed the value of the contract or £1m
whichever is the smaller.
7.5 Contractor's Liability
7.5.1 Subject to the provisions of Sub-Clauses 7.1 to 7.4 above, the Contractor's entire liability to the
Client, whether for any breach of its contractual obligations or any representations statements or
tortious act or omission including negligence, shall be limited in the aggregate to an amount equal to
the total of all sums paid by the Client to the Contractor in respect of the current year of the
Contract.
7.5.2 Save for damage suffered by the Client as a result of any breach by the Contractor of the condition as
to title or the warranty as to quiet possession implied by Section 12 of the Supply of Goods and
Services Act 1982, the Contractor shall not be liable to the Client in respect of any breach of its
contractual obligations arising hereunder or any representations statements or tortious act or
omission including negligence for loss of profits and goodwill or any type of indirect or consequential
loss (including loss or damage suffered by the Client as a result of the action brought by any third
party) even if such loss was reasonably foreseeable or the Contractor had been advised of the
possibility of the Client incurring the same.
8 CHARGES
8.1 The Client shall pay the Service Charge at the time and in the manner specified in the Contract. Any
variation to the Service Charge will be subject to three months' written notice in advance by the
Contractor. Before such variation is implemented, the Contractor shall satisfy the Client that the
variation proposed is reasonable.
8.2 If additional costs are incurred by the Contractor as a result of any mal-operation, default or
negligence of the Client or any third party other than a Sub-Contractor, the Contractor shall have
the right to make a reasonable additional charge in respect thereof.
9 TERMS OF PAYMENT
9.1 The Contractor shall invoice the Service Charge at the time and in the manner specified in the
Contract and these charges shall be payable within 30 days from receipt by the Client of a correct invoice,
time being of the essence. Payments shall be made in British Pounds Sterling by wire transfer to Dryad
Maritime Intelligence Service Ltd.
9.2 All other charges under the Contract shall be payable within 30 days from receipt by the Client of a
correct invoice, time being of the essence.
9.3 If at any time at which any payment would fall to be made under the Contract, there shall be any
defect in any portion of the Service in respect of which such payment is claimed, the Client may retain the
whole of such payment. Any sum retained under this Sub-Clause shall be paid to the Contractor upon the
said defect being made good.
9.4 Out of Pocket Expenses
The Client will pay directly all reasonable expenses for the consultants incurred whilst engaged any
activity on behalf of the client, including but not limited to:
Communications costs including telephone calls
Stationary and clerical assistance
Any expenses incurred associated with these activities that are not paid directly will be invoiced to Clients
at cost.
All liability, warranty, legal or other claims are limited to the value of the assignment.
9.5 If payment of any sum under the Contract is delayed by the Client other than in accordance with
Sub-Clause 9.3 the Contractor reserves the right to charge interest at 3% over the then current NATWEST
Bank PLC Base Rate on the amount of the delayed payment for the period of the delay. In the event that
payment is unduly delayed, the Contractor shall have the right to defer the provision of the Service until
such payment is received, subject to its giving notice in writing to the Client of its intention so to do and
after giving the Client adequate opportunity to rectify the situation.
10 RECOVERY OF SUMS DUE
10.1 Whenever under the Contract any sum of money shall be payable by the Contractor to the Client, the
same may be deducted from any sum then due or which at any time thereafter may become due to
the Contractor under this or any other Contract with the Client.
10.2 Exercise by the Client of its rights under this Clause shall be without prejudice to any other rights or
remedies available to the Client under the Contract.
11 STATUTORY AND OTHER REGULATIONS
11.1 The Contractor shall in all matters arising in the performance of the Contract conform with all Acts of
Parliament and with all orders, regulations and bye-laws made with statutory authority by
Government Departments or by local or other authorities that shall be applicable to the Contract
save as modified or restricted herein. The Contractor shall not, in the performance of the Contract, in
any manner endanger the safety or unlawfully interfere with the convenience of the public. The cost
to the Contractor of meeting the requirements of this Sub-Clause shall be included in the Service
Charge as appropriate, except as provided under Sub-Clause 11.2.
11.2 If the cost to the Contractor of the performance of the Contract shall be increased or reduced by
reason to the making after the date of the Contract of any law or order, regulation or bye-law having
the force of law that shall be applicable to the Contract (other than any tax upon profits or revenue),
the amount of such increase or reduction shall be added to or deducted from the Service Charge as
appropriate.
11.3 In the event that the Contractor does not fulfil its responsibilities and obligations under Clause 11 and
the Client thereby incurs costs to which it would not otherwise be liable due to any law or any order,
regulation or bye-law having the force of law, the amount of such costs shall be reimbursed by the
Contractor to the Client.
12 WAIVER
No delay, neglect or forbearance on the part of either party in enforcing against the other party any term or
condition of the Contract shall either be or be deemed to be a waiver or in any way prejudice any right of
that party under the Contract.
13 CONFIDENTIALITY
13.1 The Contractor and Client shall keep confidential any information obtained under or in connection
with the Contract and shall not divulge the same to any third party without the consent in writing of
the other party.
13.2 The provisions of this Clause shall not apply to:
(i) any information in the public domain otherwise than by breach of Contract;
(ii) information in the possession of the receiving party thereof before divulgence as aforesaid;
or (iii) information obtained from a third party who is free to divulge the same.
13.3 The Contractor and Client shall divulge confidential information only to those employees who are
directly involved in the Contract or use of the Equipment and Software and shall ensure that such
employees are aware of and comply with these obligations as to confidentiality.
13.4 The Contractor shall ensure that its Sub-Contractors are bound by the requirements of this Clause.
13.5 The provisions of this Clause shall continue in force notwithstanding the termination of the Contract.
14 BANKRUPTCY
14.1 If the Contractor shall become bankrupt or have a receiving order made against it or compound with
its creditors or commence to be wound up not being a members' voluntary winding up for the
purpose of reconstruction or amalgamation, or carry on its business under a receiver for the benefit
of its creditors or any of them, the Client shall be at liberty either to terminate the Contract forthwith
by notice in writing to the Contractor or to the receiver or liquidator or to any person in whom the
Contract may become vested or to give such receiver, liquidator or other person the option of
carrying out the Contract subject to his providing a guarantee for the due and faithful performance of
the Contract up to an amount to be agreed.
14.2 If the Client shall become bankrupt or have a receiving order made against it or compound with its
creditors or being a corporation commence to be wound up not being a members' voluntary winding
up for the purpose of reconstruction or amalgamation, or carry on its business under a receiver for
the benefit of its creditors or any of them, the Contractor shall be at liberty to terminate the Contract
forthwith by notice in writing to the Client or the receiver or liquidator or to any person in whom the
Contract may become vested. In the event of termination under this Sub-Clause the Contractor shall
have the right, by prior notice to the Client, to enter the Premises for the purpose only of removal of
the Equipment and Software and any other items of equipment or materials which are the property
of the Contractor.
14.3 The exercise of rights under this Clause shall not prejudice any other rights or obligations of either
party.
15 LENGTH OF AGREEMENT AND TERMINATION
The contract will run for an initial 12 month period, and may be renewed by the Client for subsequent 12
month periods at any time prior to the commencement of such 12 month period, at prices then current.
Without prejudice to any other provisions of the Contract, the Contract may be terminated
(i) by the Client giving to the Contractor 3 months notice in writing, expiring at the end of the 12
months Minimum Service Period or at the end of any subsequent service period entered into;
(ii) by the Contractor giving to the Client 3 months notice in writing, expiring at the end of the
Minimum Service Period or at the end of any subsequent service period entered into.
16 FORCE MAJEURE
16.1 If either party is affected by Force Majeure it shall promptly notify the other party of the nature and
extent of the circumstances in question.
16.2 Notwithstanding any other provision in this Contract neither party shall be deemed to be in breach of
this Contract, or otherwise liable to the other, for any delay in performance or non-performance of
any of its obligations hereunder to the extent that the delay or non-performance is due to any Force
Majeure of which it has notified the other party, and the time for performance of that obligation shall
be extended accordingly.
17 TRAINING
The Contractor shall provide instruction in the use of the Service for the Client's personnel in accordance
with the requirements of the Contract. Unless otherwise specified no charge shall be made for such
instruction but the Client shall be responsible for paying any travel or living expenses necessarily incurred
by the Client's personnel attending such instruction. If the extent of such instruction is not detailed in the
Contract, the Contractor shall provide adequate instruction for a sufficient number of the Client's personnel
to secure the satisfactory operation of the Service.
18 PUBLICITY
Neither the Contractor nor its Sub-Contractor(s) shall without the prior written consent of the Client
advertise or publicly announce that it is undertaking work for the Client.
19 ARBITRATION
Except where otherwise provided, if any dispute or difference arises between the Client and the Contractor
in connection with or arising out of the Contract and provided that either of them shall have given to the
other notice in writing thereof, such dispute or difference shall be referred to a single arbitrator to be
agreed between the Client and the Contractor or, failing such agreement within fourteen days from receipt
of such notice in writing, to be nominated by the President for the time being of the British Computer
Society on the application of either party and any such reference shall be deemed to be a submission to
arbitration within the meaning of the Arbitration Act 1996 (unless otherwise specified in the Contract) or
any statutory re-enactment or amendment thereof for the time being in force.
20 LAW
Unless otherwise agreed in writing between the parties, the Contract shall be subject to and construed and
interpreted in accordance with English Law and shall be subject to the exclusive jurisdiction of the Courts of
England.
21 TERMINATION FOR BREACH
21.1 The Client shall be deemed to have repudiated this Contract and the Contractor may at any time by
written notice to the Client accept that repudiation and terminate this Contract if
22.1.1 the Client fails punctually to pay on their due date any sums due under this Contract or
22.1.2 the Client breaches any other term of this Contract which is capable of remedy but fails to remedy
the breach within twenty one days after service of a notice from the Contractor or
22.1.3 the Client shall have a receiver administrative receiver or administrator appointed or shall enter
compulsory or voluntary liquidation or
21.2 If the Client shall repudiate this Contract and the Contractor shall accept such repudiation so as to
terminate this Contract the Client shall pay to the Contractor all arrears of Service Charges and other
sums due under this Contract and if such repudiation shall occur during the Minimum Service Period
or any subsequent agreed service period, a sum representing 90 per cent of all service charges which
would have been payable for the remainder of the Minimum Service Period or any subsequent
agreed service period
22 DEFAULT
In the event that either party:
makes default in or commits any breach of its obligations hereunder which in the case of a default or
breach which can be remedied has remained outstanding for a period of 14 days after service of a notice in
writing by the party not in default or breach
then the other shall immediately and without prejudice to its other claims under this Contract become
entitled to:
i) suspend further performance of these Conditions of Contract for such a time (not exceeding 6
months) as it shall in its absolute discretion think fit (whether or not notice of such suspension
shall have been given),
or ii) treat the Contract as wrongfully repudiated,
or iii) suspend or terminate the performance of its obligations under these Conditions of Contract
within a reasonable time of its becoming aware of the act or default giving rise to its rights under
this condition.
23 NOTICES
Any notices or other documents to be given hereunder shall be given by sending the same by recorded
delivery, registered post or by hand delivery to the registered address of the relevant party or to such other
address as that party may have notified in writing to the other. Any notice sent shall be deemed (in the
absence of evidence of earlier receipt) to have been delivered at the time of hand delivery or in the case of
postal service 72 hours after despatch and in proving the fact of despatch it shall be sufficient to show that
the envelope containing such notice was properly addressed, stamped and posted.
SPECIFIC TERMS AND CONDITIONS
Dryad Intelligence and Operations Support Services
DRYAD has devised and runs Intelligence and Operations Support Services for vessels transiting high risk
areas. This cannot of itself provide a safe environment vessels or prevent physical attacks or accidents. It is
additional to and is not a substitute for comprehensive safety procedures and techniques, which remain
the responsibility of the employer. In particular, it does not replace or reduce the need for lone workers to
be fully trained in their jobs and in the risks associated with them.
Definitions and Interpretations
The expressions in the table below have the meanings shown next to them, unless inconsistent with the
context:
Outage Any period when the Service is not available
Planned Outage Outage scheduled by DRYAD for the servicing, maintenance, repair or
upgrade of the Service
Planned Outage
Notice
Five days notice of any Planned Outage within Normal Working Hours,
including the day of notice and the first day of the Planned Outage
Quotation The formal quotation supplied to the Client before this agreement was
formed
Senior Client Contact The Client Representative nominated to receive details of all Service-
Affecting Faults and Service Unavailability, and all Code Reds
Service-Affecting
Fault
Any matter which is or ought to be under DRYAD’ control and which causes
Outage, but excluding any Planned Outage
User Any employee of the Client with authorised access to the Service
Purpose and Effect of these Specific Terms and Conditions
These Specific Terms and Conditions set out the service to be provided and each party’s areas of
responsibility.
The Contracts (Rights of Third Parties) Act 1999 does not apply to this agreement. In particular, no User or
other employee of the Client, nor anybody claiming for or under them, will have any rights under it.
Client Responsibilities
The Client must make sure that its employees:
• Are appropriately trained in accordance with the ship’s security plan.
• Know and fully understand what the DRYAD service can and cannot do.
• Supply details included in the new client information form.
• Report their position daily to Dryad’s Ops room.
This information must be correct and up-to-date, and the Client must notify DRYAD of all changes as soon
as they occur.
DRYAD will not be liable for the consequences of the Client’s failure to notify it of all such changes as soon
as they occur.
The Client must pay for:
• the cost of all calls from the DRYAD Ops room to the vessel.
The Client must fully indemnify DRYAD against all claims made by other parties (including users and
anybody claiming for them or under them) in respect of any failure by the Client or a user to implement and
follow the appropriate procedures for using the Service at any stage.
DRYAD Responsibilities
DRYAD will register information about the vessel to assist in advice to the Captain in the event of an
incident.
Users will be registered as appropriate for access to the Clients Secure Area on the Dryad Website.
DRYAD will send email a daily Situation Report (SITREP) to the vessel providing commentary on the specific
threat to the Client vessel.
DRYAD will provide a periodic invoice for the calls made by the DRYAD Ops room to the Client vessel. Calls
are charged at cost.
Planned Outage
If a Planned Outage is necessary, DRYAD will give a Planned Outage Notice unless it cannot do so despite
reasonable efforts.
A Planned Outage Notice will give a description of the Planned Outage, including:
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1.1 'Contract' shall mean the agreement in writing between the Client and the Contractor for the
provision of the Service, including therein all documents to which reference may properly be made in
order to ascertain the rights and obligations of the parties, except where agreed in writing between
the Client and the Contractor.
Any verbal comments made by the Contractor's staff, agents or sub-contractors, or any descriptions
or illustrations contained in the Contractor's catalogues, price lists or other promotional material are
intended to present a general idea of the Service and shall not form any representations or be part of
the Contract.
The conditions contained herein shall constitute the entire bargain between the parties except as
may be agreed in the Contract referred to above.
1.2 'Contractor' shall mean the person, firm or company whose offer has been accepted by the Client and
shall include the Contractor's legal representatives, successors and permitted assigns.
1.3 'Client' shall mean the person, firm or company named as such in the Contract for which the Service
is to be carried out and shall include the Client's legal representatives, successors and permitted
assigns.
1.4 'Minimum Service Period' shall mean the minimum period stated in the Contract for which the Client
shall, without prejudice to any other provisions of these Conditions, receive the Service.
1.5 'Service' shall mean all work to be carried out by the Contractor in accordance with the provisions of
the Contract.
1.6 'Service Charge' shall mean the sums or rates so named in the Contract together with any additions
thereto or deductions therefrom agreed in writing under the Contract.
1.7 'Sub-Contractor' shall mean any person (other than the Contractor) named in the Contract for any
part of the Works or the Service or any person to whom any part of the Contract has been, with the
consent in writing of the Client, sub-let and the legal representatives, successors and permitted
assigns of such person.
1.8 'Force Majeure' means, in relation to either party, any circumstances beyond the reasonable control
of that party (including, without limitation, failure of electro-mechanical equipment, failure of mobile
or satellite phone network coverage, actions of mobile network operator, extreme weather
conditions, acts of God, the consequences of enemy activity, the consequences of any terrorist
incident, any strike, lockout or other industrial action).
2 SERVICE AND STANDARD OF SERVICE
2.1 The Service shall be in accordance with the Contract. To the extent that the standard of the Service
has not been specified in the Contract, the Contractor shall execute the Contract with the care, skill
and diligence required in accordance with best telecommunications and computing practice.
3 SEVERABILITY
If any provision of these standard terms and conditions is held invalid, illegal or unenforceable for any
reason by any court of competent jurisdiction, such provision shall be severed and the remainder of the
provisions hereof shall continue in full force and effect as if these standard terms and conditions had been
executed with the invalid, illegal or unenforceable provision eliminated.
4 VARIATIONS
4.1 The Client may at any time during the Contract require the Contractor to undertake any reasonable
alteration to the Service, or any part thereof (hereinafter referred to as a 'Variation'). In the event of
such a Variation being required, the Client shall formally request the Contractor to state in writing the
effect such Variation will have on the Service and what adjustments, if any, will be required to the
Service Charge. The Contractor shall furnish such details within 14 days of receipt of the Client's
request or such other period as may be agreed. The Contractor shall not vary the Service in any
respect unless instructed in writing to do so by the Client.
4.2 A Variation under Sub-Clause 4.1 shall not invalidate the Contract. If such Variation or the revised
terms applicable to such Variation are not agreed within 14 days of receipt by the Client of the details
to be furnished by the Contractor pursuant to Sub-Clause 4.1 above then the Variation shall be
deemed to be withdrawn.
5 CONTRACTOR'S DEFAULT
5.1 If the Contractor shall fail to provide the Service or any part thereof with due diligence and
expedition, or shall refuse or fail to comply with any reasonable order given to it in writing by the
Client in connection with such default, or shall contravene any provisions of the Contract, the
Client may immediately give notice in writing to the Contractor to make good such failure or
contravention.
5.2 Should the Contractor fail to comply with the notice referred to in Sub-Clause 5.1 either within 7
days from receipt of such notice of failure or contravention capable of being made good within
that time, or otherwise within such time as may be reasonably necessary for making it good,
then without prejudice to any other right it may have under the Contract the Client may cancel
the Contract where after any sum paid in respect of a period beyond the cancellation date shall
be repayable by the Contractor.
5.3 Nothing in this Clause shall, in the event of a malfunction, prevent emergency action being taken
by the Client to meet its operational requirements but, if such action results in the Contractor
incurring additional costs in providing the Service, such reasonable costs shall be reimbursed to the
Contractor by the Client provided such emergency action is not taken as a result of failure by the
Contractor.
6 SPARE
7 INDEMNITY AND INSURANCE
7.1 Subject to the Specific Terms and Conditions, to the Appendix and to Sub-Clause 7.4 below the
Contractor shall indemnify and keep indemnified the Client, against injury (including death) to any
persons or loss of or damage to any tangible property which may arise out of the default or
negligence of the Contractor, its employees or agents, and against all claims, demands, proceedings,
damages, costs, charges and expenses whatsoever in respect thereof or in relation thereto, provided
that the Contractor shall not be liable for nor be required to indemnify the Client against any
compensation or damages for or in respect of injuries loss or damage resulting wholly from any act,
default, or negligence on the part of the Client, its employees or contractors (not being the
Contractor or employed by the Contractor). For the avoidance of doubt the Contractor shall not be
liable in any way for any fatality, injury or harm or loss of any sort suffered by a User whether arising
from accident or attack by a third party.
7.2 Subject to Sub-Clause 7.4 below the Client shall indemnify and keep indemnified the Contractor and
insure with a reputable insurance company against injury (including death) to any persons or loss of
or damage to any tangible property which may arise out of the default or negligence of the Client or
any contractor employed by the Client (other than the Contractor) and against all claims, demands,
proceedings, damages, costs, charges and expenses whatsoever in respect thereof or in relation
thereto.
7.3 Without thereby limiting its responsibilities under Sub-Clause 7.1, the Contractor shall insure with a
reputable insurance company against all loss of and damage to property and injury to persons
(including death) arising out of or in consequence of the Contractor's obligations under the Contract
and against all actions, claims, demands, costs and expenses in respect thereof, save only as is set out
in the exceptions in Sub-Clauses 7.4 and 7.5.
7.4 Injury (including death) to any person or loss of or damage to any property not belonging to the
Client or the Contractor, the respective liability of the Contractor and the Client under Sub-Clauses
7.1 and 7.2 in respect of any one act or default shall not exceed the value of the contract or £1m
whichever is the smaller.
7.5 Contractor's Liability
7.5.1 Subject to the provisions of Sub-Clauses 7.1 to 7.4 above, the Contractor's entire liability to the
Client, whether for any breach of its contractual obligations or any representations statements or
tortious act or omission including negligence, shall be limited in the aggregate to an amount equal to
the total of all sums paid by the Client to the Contractor in respect of the current year of the
Contract.
7.5.2 Save for damage suffered by the Client as a result of any breach by the Contractor of the condition as
to title or the warranty as to quiet possession implied by Section 12 of the Supply of Goods and
Services Act 1982, the Contractor shall not be liable to the Client in respect of any breach of its
contractual obligations arising hereunder or any representations statements or tortious act or
omission including negligence for loss of profits and goodwill or any type of indirect or consequential
loss (including loss or damage suffered by the Client as a result of the action brought by any third
party) even if such loss was reasonably foreseeable or the Contractor had been advised of the
possibility of the Client incurring the same.
8 CHARGES
8.1 The Client shall pay the Service Charge at the time and in the manner specified in the Contract. Any
variation to the Service Charge will be subject to three months' written notice in advance by the
Contractor. Before such variation is implemented, the Contractor shall satisfy the Client that the
variation proposed is reasonable.
8.2 If additional costs are incurred by the Contractor as a result of any mal-operation, default or
negligence of the Client or any third party other than a Sub-Contractor, the Contractor shall have
the right to make a reasonable additional charge in respect thereof.
9 TERMS OF PAYMENT
9.1 The Contractor shall invoice the Service Charge at the time and in the manner specified in the
Contract and these charges shall be payable within 30 days from receipt by the Client of a correct invoice,
time being of the essence. Payments shall be made in British Pounds Sterling by wire transfer to Dryad
Maritime Intelligence Service Ltd.
9.2 All other charges under the Contract shall be payable within 30 days from receipt by the Client of a
correct invoice, time being of the essence.
9.3 If at any time at which any payment would fall to be made under the Contract, there shall be any
defect in any portion of the Service in respect of which such payment is claimed, the Client may retain the
whole of such payment. Any sum retained under this Sub-Clause shall be paid to the Contractor upon the
said defect being made good.
9.4 Out of Pocket Expenses
The Client will pay directly all reasonable expenses for the consultants incurred whilst engaged any
activity on behalf of the client, including but not limited to:
Communications costs including telephone calls
Stationary and clerical assistance
Any expenses incurred associated with these activities that are not paid directly will be invoiced to Clients
at cost.
All liability, warranty, legal or other claims are limited to the value of the assignment.
9.5 If payment of any sum under the Contract is delayed by the Client other than in accordance with
Sub-Clause 9.3 the Contractor reserves the right to charge interest at 3% over the then current NATWEST
Bank PLC Base Rate on the amount of the delayed payment for the period of the delay. In the event that
payment is unduly delayed, the Contractor shall have the right to defer the provision of the Service until
such payment is received, subject to its giving notice in writing to the Client of its intention so to do and
after giving the Client adequate opportunity to rectify the situation.
10 RECOVERY OF SUMS DUE
10.1 Whenever under the Contract any sum of money shall be payable by the Contractor to the Client, the
same may be deducted from any sum then due or which at any time thereafter may become due to
the Contractor under this or any other Contract with the Client.
10.2 Exercise by the Client of its rights under this Clause shall be without prejudice to any other rights or
remedies available to the Client under the Contract.
11 STATUTORY AND OTHER REGULATIONS
11.1 The Contractor shall in all matters arising in the performance of the Contract conform with all Acts of
Parliament and with all orders, regulations and bye-laws made with statutory authority by
Government Departments or by local or other authorities that shall be applicable to the Contract
save as modified or restricted herein. The Contractor shall not, in the performance of the Contract, in
any manner endanger the safety or unlawfully interfere with the convenience of the public. The cost
to the Contractor of meeting the requirements of this Sub-Clause shall be included in the Service
Charge as appropriate, except as provided under Sub-Clause 11.2.
11.2 If the cost to the Contractor of the performance of the Contract shall be increased or reduced by
reason to the making after the date of the Contract of any law or order, regulation or bye-law having
the force of law that shall be applicable to the Contract (other than any tax upon profits or revenue),
the amount of such increase or reduction shall be added to or deducted from the Service Charge as
appropriate.
11.3 In the event that the Contractor does not fulfil its responsibilities and obligations under Clause 11 and
the Client thereby incurs costs to which it would not otherwise be liable due to any law or any order,
regulation or bye-law having the force of law, the amount of such costs shall be reimbursed by the
Contractor to the Client.
12 WAIVER
No delay, neglect or forbearance on the part of either party in enforcing against the other party any term or
condition of the Contract shall either be or be deemed to be a waiver or in any way prejudice any right of
that party under the Contract.
13 CONFIDENTIALITY
13.1 The Contractor and Client shall keep confidential any information obtained under or in connection
with the Contract and shall not divulge the same to any third party without the consent in writing of
the other party.
13.2 The provisions of this Clause shall not apply to:
(i) any information in the public domain otherwise than by breach of Contract;
(ii) information in the possession of the receiving party thereof before divulgence as aforesaid;
or (iii) information obtained from a third party who is free to divulge the same.
13.3 The Contractor and Client shall divulge confidential information only to those employees who are
directly involved in the Contract or use of the Equipment and Software and shall ensure that such
employees are aware of and comply with these obligations as to confidentiality.
13.4 The Contractor shall ensure that its Sub-Contractors are bound by the requirements of this Clause.
13.5 The provisions of this Clause shall continue in force notwithstanding the termination of the Contract.
14 BANKRUPTCY
14.1 If the Contractor shall become bankrupt or have a receiving order made against it or compound with
its creditors or commence to be wound up not being a members' voluntary winding up for the
purpose of reconstruction or amalgamation, or carry on its business under a receiver for the benefit
of its creditors or any of them, the Client shall be at liberty either to terminate the Contract forthwith
by notice in writing to the Contractor or to the receiver or liquidator or to any person in whom the
Contract may become vested or to give such receiver, liquidator or other person the option of
carrying out the Contract subject to his providing a guarantee for the due and faithful performance of
the Contract up to an amount to be agreed.
14.2 If the Client shall become bankrupt or have a receiving order made against it or compound with its
creditors or being a corporation commence to be wound up not being a members' voluntary winding
up for the purpose of reconstruction or amalgamation, or carry on its business under a receiver for
the benefit of its creditors or any of them, the Contractor shall be at liberty to terminate the Contract
forthwith by notice in writing to the Client or the receiver or liquidator or to any person in whom the
Contract may become vested. In the event of termination under this Sub-Clause the Contractor shall
have the right, by prior notice to the Client, to enter the Premises for the purpose only of removal of
the Equipment and Software and any other items of equipment or materials which are the property
of the Contractor.
14.3 The exercise of rights under this Clause shall not prejudice any other rights or obligations of either
party.
15 LENGTH OF AGREEMENT AND TERMINATION
The contract will run for an initial 12 month period, and may be renewed by the Client for subsequent 12
month periods at any time prior to the commencement of such 12 month period, at prices then current.
Without prejudice to any other provisions of the Contract, the Contract may be terminated
(i) by the Client giving to the Contractor 3 months notice in writing, expiring at the end of the 12
months Minimum Service Period or at the end of any subsequent service period entered into;
(ii) by the Contractor giving to the Client 3 months notice in writing, expiring at the end of the
Minimum Service Period or at the end of any subsequent service period entered into.
16 FORCE MAJEURE
16.1 If either party is affected by Force Majeure it shall promptly notify the other party of the nature and
extent of the circumstances in question.
16.2 Notwithstanding any other provision in this Contract neither party shall be deemed to be in breach of
this Contract, or otherwise liable to the other, for any delay in performance or non-performance of
any of its obligations hereunder to the extent that the delay or non-performance is due to any Force
Majeure of which it has notified the other party, and the time for performance of that obligation shall
be extended accordingly.
17 TRAINING
The Contractor shall provide instruction in the use of the Service for the Client's personnel in accordance
with the requirements of the Contract. Unless otherwise specified no charge shall be made for such
instruction but the Client shall be responsible for paying any travel or living expenses necessarily incurred
by the Client's personnel attending such instruction. If the extent of such instruction is not detailed in the
Contract, the Contractor shall provide adequate instruction for a sufficient number of the Client's personnel
to secure the satisfactory operation of the Service.
18 PUBLICITY
Neither the Contractor nor its Sub-Contractor(s) shall without the prior written consent of the Client
advertise or publicly announce that it is undertaking work for the Client.
19 ARBITRATION
Except where otherwise provided, if any dispute or difference arises between the Client and the Contractor
in connection with or arising out of the Contract and provided that either of them shall have given to the
other notice in writing thereof, such dispute or difference shall be referred to a single arbitrator to be
agreed between the Client and the Contractor or, failing such agreement within fourteen days from receipt
of such notice in writing, to be nominated by the President for the time being of the British Computer
Society on the application of either party and any such reference shall be deemed to be a submission to
arbitration within the meaning of the Arbitration Act 1996 (unless otherwise specified in the Contract) or
any statutory re-enactment or amendment thereof for the time being in force.
20 LAW
Unless otherwise agreed in writing between the parties, the Contract shall be subject to and construed and
interpreted in accordance with English Law and shall be subject to the exclusive jurisdiction of the Courts of
England.
21 TERMINATION FOR BREACH
21.1 The Client shall be deemed to have repudiated this Contract and the Contractor may at any time by
written notice to the Client accept that repudiation and terminate this Contract if
22.1.1 the Client fails punctually to pay on their due date any sums due under this Contract or
22.1.2 the Client breaches any other term of this Contract which is capable of remedy but fails to remedy
the breach within twenty one days after service of a notice from the Contractor or
22.1.3 the Client shall have a receiver administrative receiver or administrator appointed or shall enter
compulsory or voluntary liquidation or
21.2 If the Client shall repudiate this Contract and the Contractor shall accept such repudiation so as to
terminate this Contract the Client shall pay to the Contractor all arrears of Service Charges and other
sums due under this Contract and if such repudiation shall occur during the Minimum Service Period
or any subsequent agreed service period, a sum representing 90 per cent of all service charges which
would have been payable for the remainder of the Minimum Service Period or any subsequent
agreed service period
22 DEFAULT
In the event that either party:
makes default in or commits any breach of its obligations hereunder which in the case of a default or
breach which can be remedied has remained outstanding for a period of 14 days after service of a notice in
writing by the party not in default or breach
then the other shall immediately and without prejudice to its other claims under this Contract become
entitled to:
i) suspend further performance of these Conditions of Contract for such a time (not exceeding 6
months) as it shall in its absolute discretion think fit (whether or not notice of such suspension
shall have been given),
or ii) treat the Contract as wrongfully repudiated,
or iii) suspend or terminate the performance of its obligations under these Conditions of Contract
within a reasonable time of its becoming aware of the act or default giving rise to its rights under
this condition.
23 NOTICES
Any notices or other documents to be given hereunder shall be given by sending the same by recorded
delivery, registered post or by hand delivery to the registered address of the relevant party or to such other
address as that party may have notified in writing to the other. Any notice sent shall be deemed (in the
absence of evidence of earlier receipt) to have been delivered at the time of hand delivery or in the case of
postal service 72 hours after despatch and in proving the fact of despatch it shall be sufficient to show that
the envelope containing such notice was properly addressed, stamped and posted.
SPECIFIC TERMS AND CONDITIONS
Dryad Intelligence and Operations Support Services
DRYAD has devised and runs Intelligence and Operations Support Services for vessels transiting high risk
areas. This cannot of itself provide a safe environment vessels or prevent physical attacks or accidents. It is
additional to and is not a substitute for comprehensive safety procedures and techniques, which remain
the responsibility of the employer. In particular, it does not replace or reduce the need for lone workers to
be fully trained in their jobs and in the risks associated with them.
Definitions and Interpretations
The expressions in the table below have the meanings shown next to them, unless inconsistent with the
context:
Outage Any period when the Service is not available
Planned Outage Outage scheduled by DRYAD for the servicing, maintenance, repair or
upgrade of the Service
Planned Outage
Notice
Five days notice of any Planned Outage within Normal Working Hours,
including the day of notice and the first day of the Planned Outage
Quotation The formal quotation supplied to the Client before this agreement was
formed
Senior Client Contact The Client Representative nominated to receive details of all Service-
Affecting Faults and Service Unavailability, and all Code Reds
Service-Affecting
Fault
Any matter which is or ought to be under DRYAD’ control and which causes
Outage, but excluding any Planned Outage
User Any employee of the Client with authorised access to the Service
Purpose and Effect of these Specific Terms and Conditions
These Specific Terms and Conditions set out the service to be provided and each party’s areas of
responsibility.
The Contracts (Rights of Third Parties) Act 1999 does not apply to this agreement. In particular, no User or
other employee of the Client, nor anybody claiming for or under them, will have any rights under it.
Client Responsibilities
The Client must make sure that its employees:
• Are appropriately trained in accordance with the ship’s security plan.
• Know and fully understand what the DRYAD service can and cannot do.
• Supply details included in the new client information form.
• Report their position daily to Dryad’s Ops room.
This information must be correct and up-to-date, and the Client must notify DRYAD of all changes as soon
as they occur.
DRYAD will not be liable for the consequences of the Client’s failure to notify it of all such changes as soon
as they occur.
The Client must pay for:
• the cost of all calls from the DRYAD Ops room to the vessel.
The Client must fully indemnify DRYAD against all claims made by other parties (including users and
anybody claiming for them or under them) in respect of any failure by the Client or a user to implement and
follow the appropriate procedures for using the Service at any stage.
DRYAD Responsibilities
DRYAD will register information about the vessel to assist in advice to the Captain in the event of an
incident.
Users will be registered as appropriate for access to the Clients Secure Area on the Dryad Website.
DRYAD will send email a daily Situation Report (SITREP) to the vessel providing commentary on the specific
threat to the Client vessel.
DRYAD will provide a periodic invoice for the calls made by the DRYAD Ops room to the Client vessel. Calls
are charged at cost.
Planned Outage
If a Planned Outage is necessary, DRYAD will give a Planned Outage Notice unless it cannot do so despite
reasonable efforts.
A Planned Outage Notice will give a description of the Planned Outage, including:
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