MATTHEWSDANIEL STANDARD TERMS AND CONDITIONS

DEFINITIONS

'Company' means the MatthewsDaniel office including its officers, employees, directors, agents, subcontractors and consultants contracting to undertake the Scope of Work for Client. 'MatthewsDaniel Group' means Company and any subsidiary, affiliate and holding company of Company and their respective officers, employees, directors, agents, subcontractors and consultants. 'Client ' means the entity named in the accompanying acknowledgement of assignment/order, bid or proposal document. 'Client Group' means Client and any subsidiary, affiliate and holding company of Client and their respective officers, employees, directors, agents, subcontractors and consultants

1. Application

1.1 These terms and conditions apply to the contract entered into between Company and Client. To the extent that the terms of that contract are inconsistent with these terms and conditions, the agreed provisions of that contract shall prevail.

2. Scope of Work

2.1 The Scope of Work to be undertaken by Company will be as described in the Company's agreed acknowledgement of assignment to be undertaken and any supporting documentation attached thereto.

3. Variations

3.1 Variation or change to the agreed Scope of Work shall only be effective if made in writing specifically for such purpose and signed by a duly authorised representative of both Company and Client.

4. Conflicts of Interest

4.1 Company may be precluded from acting in certain matters if a conflict of interest exists or may exist. In this event Company may have to cease to undertake the Scope of Work or act on behalf of the Client. Company will use best endeavours to identify any such conflict at an early stage of the assignment.

4.2 These Terms and Conditions will not prevent or restrict Company from acting for other clients.

5. Fees

5.1 Company's fees are charged on a time and expense basis unless agreed otherwise. Time is charged at the appropriate hourly / daily rate for the personnel engaged and includes time spent on travelling and attending meetings; research; considering, preparing and working on documents; correspondence; reports and telephone calls. Expenses are charged at cost plus a 10% administrative/handling charge. All invoices are net of local taxes; any local taxes arising from invoices issued shall be the sole responsibility of the Client.

5.2 Payment of fees are due within 30 (thirty) days of the invoice date. Company reserves the right to charge interest at a rate of 1% per month on invoices remaining unpaid after 30 (thirty) days. Should Company be required to take any action for the collection of fees hereunder, there shall be added to the invoice amounts all costs and expenses for such action including reasonable legal fees and Company may take judgement for the entire amount due.

5.3 Any estimates of fees are given in good faith, but unless otherwise specified, are not contractually binding and fees may be higher or lower than the estimates given.

6. Termination

6.1 Client may terminate the contract in writing at any time but will remain liable for our fees incurred up until that date. Company will be entitled to keep any materials provided to Company by Client while there is money owing to Company for fees.

6.2 Company may terminate the contract if :

Client does not pay Company's invoices in accordance with the terms set out herein;
Client is unable to pay its debts or a receiver administrator or liquidator is appointed over its assets; or
Client suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of its business.

7. Client Responsibility

7.1 Client will provide Company with all necessary information, assistance and cooperation so that Company can perform its services under the contract.

7.2 Client will provide such access to Client or, if applicable Client Group, premises and data, and such office accommodation and other facilities as Company may reasonably request for the purposes of performing its services under the contract.

7.3 All interpretations, research, analysis, recommendations, advice, or interpretational data furnished by Company are opinions. Client assumes full responsibility for the use of such opinions and for all resulting decisions and Company shall not be liable for any claims arising out of such use by Client. This limitation expressly applies to claims of third parties relying on Company's interpretations, research, analysis, recommendations, advice or interpretational data.

7.4 Client undertakes to name Company as a co-assured under any insurance policy effected by Client or any other party which is relevant to the Scope of Work and will provide to Company, on demand, details of the cover provided therein. Such insurance shall be deemed primary and first to react ahead of any insurance covering the same risks maintained by Company. Client agrees that Company's total liability to Client under the contract referred to in paragraph 1.1 above will be limited to the insurance provided to Company by that insurance policy and Client undertakes to procure that its insurers waive all rights of subrogation against Company and/or MatthewsDaniel Group.

8. Limitation of Liability

8.1 In no circumstances will Company or MatthewsDaniel Group be liable to Client, Client Group or any third party for any consequential or indirect loss, damage or expense. Client agrees to release, indemnify and hold harmless the Company from and against any and all claims, demands, lawsuits or actions for damages, including legal fees, for harm or loss to persons and/or property tangible, intangible or otherwise which may be brought against the Company, incidental to, arising out of or in connection with the performance of the Scope of Work except for those claims caused solely and completely by the negligence of the Company, its officers, employees, servants, agents or subcontractors.

8.2 Client accepts that in view of the large amounts that may be at risk related to the locations, facilities and work involved Company cannot be expected to purchase professional indemnity insurance for the full amount of any such risk and Client acknowledges in all circumstances that it is reasonable for Company and/or MatthewsDaniel Group to arrange professional indemnity cover up to an amount of US$ 500,000 ('the Indemnity Limit'). Company's total liability in contract, tort (including negligence or breach of statutory duty or strict liability including but not limited to unseaworthiness or product liability or vicarious liability) misrepresentation, under statute, or otherwise arising in connection with the performance or contemplated performance of the contract shall not exceed the Indemnity Limit. Client agrees that in no circumstances can Company or MatthewsDaniel Group be liable for any greater amount. Company agrees to maintain professional indemnity cover for an amount at least equal to the Indemnity Limit and to advise Client forthwith if it becomes unable to obtain or maintain professional indemnity insurance for any reason.

8.3 Furthermore, Client or Client Group agrees not to bring any claim personally against any of Company's or MatthewsDaniel Group's officers, employees, directors, agents, subcontractors and consultants.

8.4 Any claims against Company or MatthewsDaniel Group by Client or Client Group shall be deemed to be irrevocably waived and absolutely time barred upon the expiry of 12 (twelve) months from the submission date of Company's report or invoice to the Client, whichever is the earlier, in relation to the work or part there of undertaken.

9. Relationship

9.1 For the avoidance of doubt, it is agreed that Company is providing the work as an independent contractor. The parties to this Agreement are independent businesses and nothing in this Agreement or by virtue of performing it shall constitute a partnership between Company or MatthewsDaniel Group and Client or Client Group. Company or MatthewsDaniel Group is not an agent or employee of Client or Client Group and it has no authority or power to bind Client or Client Group legally or to contract in the name of or create liability against Client or Client Group in any way, unless expressly authorised by Client or Client Group in writing.

10. Soliciting Employees

10.1 Without Company's approval, Client or Client Group shall not, during the period of the contract, or within 6 (six) months after its termination or expiry, offer employment to or otherwise solicit any employee involved in providing services to Client or Client Group.

11. Communications

11.1 Company will communicate with Client electronically and will use electronic means of correspondence with third parties. Electronic communication of information cannot be guaranteed to be secure or error or virus free and its confidentiality may be vulnerable to access by unauthorised third parties. Company accepts no responsibility or liability to Client in respect of any loss arising from or in connection with the electronic communication of information to Client or to third parties in relation to work undertaken by Company under the contract. E-mail messages sent to or from Company's systems are not confidential to any named individual at Company and Company reserves the right to read them at any time.

12. Documents

12.1 All materials of whatever nature supplied to Company under the contract by Client will remain at Client's risk whilst in Company's possession and during transit to and from any work site and / or offices. On completion of the matter if, within 90 (ninety) days of the date of the final invoice, Client does not request the return of all materials supplied to Company, then Company may destroy such material.

13. Copyright and Confidentiality

13.1 Copyright in any documents prepared by Company on Client's behalf under the contract will remain with Company and will not pass to Client unless otherwise agreed in writing. All materials and documentation supplied to Company by Client under the contract will be treated by Company as confidential and will only be disclosed to any third party with Client's authority or if Company is required to disclose it by law or by a regulatory authority. This does not apply to documents or information that Company obtains or develops independently of work done for Client under the contract or items that are in the public domain.

14. Assignment

14.1 Neither Company nor Client may transfer or assign any right or obligation under the contract without the written consent of the other party.

15. Force Majeure

15.1 Neither party shall be liable to the other for any failure to perform its obligations under the contract caused by acts, events, omissions or accidents beyond its reasonable control.

16. Entire Agreement

16.1 The Contract with Client constitutes the whole agreement between Company and Client and supersedes all previous agreements between the parties relating to its subject matter.

16.2 Each party acknowledges that, in entering into the contract, it has not relied on, and shall have no right or remedy in respect of, any statement, representation, assurance or warranty (whether made negligently or innocently) other than for breach of contract between Company and Client.

16.3 Nothing in this condition shall limit or exclude any liability for fraud.

16.4 Any notice or any other communication required to be given under the Contract to Company shall be in writing and shall be delivered personally, or sent by pre-paid first-class post, recorded delivery or by commercial courier for the attention of the Manager in the office of Company with which Client has contracted.

17. Liability to Third Parties

17.1 Company does not assume liability to any person other than Client and except as expressly provided for in any agreement between Company and Client.

18. Jurisdiction and Governing Law

18.1 These terms and conditions of business are governed by and shall be interpreted and construed in accordance with the laws of England and Wales. Company and Client agree to submit irrevocably to the exclusive jurisdiction of the English Courts to resolve any dispute or claim that arises out of or in connection with the contract.