1.Definitions

The company: The company, firm or person with whom the agreement is made.
The agreement: The agreement between Ward&McKenzie(nl) ltd and the company constituted by the attached signed client agreement form and incorporating inter alia these terms and conditions.

2. Assignment Neither party shall transfer or assign its rights or obligations under the agreement without the prior written consent of the other party, provided that: The company may transfer any or all rights under the agreement to any of its affiliate companies, in which case the company shall procure the acceptance by the assignee of the terms, conditions, exceptions and exemptions of the agreement.

3.Delegation If Ward&McKenzie(nl) ltd considers it more efficient or convenient, Ward&McKenzie(nl) ltd may in its discretion procure advice, assistance and services, which it renders under the agreement, from other persons and may in its discretion delegate performance of one or more of its obligations ubder the agreement.

4.Payment
(a) If any payments to be made under the agreement shall be subject now or in the future to taxes, levies or charges of whatever kind in the country in which the company is incorporated and/or operating and which the company or Ward&McKenzie(nl) ltd is required to pay or which the company is required to withhold, the company shall pay such sums as shall yield to Ward&McKenzie(nl) ltd after payment or withholding of such taxes, levies or charges the full amounts payable to Ward&McKenzie(nl) ltd under the agreement as if such taxes, levies or other charges were not paid or withheld. In this clause 4(a) the company shall include any assignee of any of its rights hereunder.
(b) Payment shall be made immediately on receipt of the invoice but always within 15 days from the date of the invoice.
(c) Any payments overdue by the company shall bear compound interest from the due date until payment at a rato of half of one percent per week.
(d) Except when there are self evident errors in the invoice payment shall be made by the company notwithstanding any dispute relating to the billings or services rendered. Any adjustments consequent upon settlement of such disputes shall be made within eight days following the settlement.
(e) Where any payment becomes overdue by more than sixty days Ward&McKenzie(nl) ltd shall without prejudice to any of its other rights, be entitled to terminate the agreement whereupon payment will become due for the value of work done up to the date or time of termination.

5. Liability and Indemnity
(a) Ward&McKenzie (nl) ltd shall perform the agreement with all proper skills in accordance with industry standards and the Code of Conduct as laid down and published by the I.I.M.S.
(b) If any work or services under the agreement are negligently performed or omitted then so far as may be reasonably practicable Ward&McKenzie (nl) ltd at its own expense will cause such work and services to be correctly performed.
(c) In this clause 5. Delegate(s) means (i) employees and agents of Ward&McKenzie (nl) ltd; (ii) any person to whom performance of work or services under the agreement is delegated or subcontracted by and (iii) any such person's employees and agents.
(d) The company shall not sue any delegate for any loss or damage of any nature whatsoever suffered by the company and connected with the performance of the agreement The company's sole remedy shall be against Ward&McKenzie (nl) ltd under this clause 5.
(e) The total liability of Ward&McKenzie (nl) ltd to the company for breach of the agreement and the total third party liability of Ward&McKenzie (nl) ltd and delegates shall not for any reason whatsoever (including negligence) in aggregate over the duration of the agreement exceed an amount equal to ten times the total fees paid and payable by the company to Ward&McKenzie (nl) ltd
(f) If Ward&McKenzie (nl) ltd or any delegate does incur third party liability of any nature whatsoever arising out of or connected with performance of the agreement then (subject to clause 5(g) below) the company shall indemnify Ward&McKenzie (nl) ltd, or such delegate against such third party liability and costs and expenses relating thereto, and this indemnity shall apply even if the third party claim was based on negligence. Further to the extent that Ward&McKenzie (nl) ltd may have indemnified any delegate against such third party liability, costs or expenses (which Ward&McKenzie (nl) ltd at its sole discretion shall be entitled to do) then the company shall thereupon be liable to indemnify Ward&McKenzie (nl) ltd accordingly.
(g) Where the reason for third party liability mentioned in clause 5(f) was the negligence of Ward&McKenzie (nl) ltd, or of any delegate then the company's indemnity under clause 5(f) shall apply above the limit of liability mentioned in clause 5(e) and shall be liable up to such limit.
(h) In entering into the agreement contained in clause 5, Ward&McKenzie (nl) ltd contracts both on its own behalf and as agent on behalf of delegates and also as trustee for their benefit.
(i) Neither Party shall be liable to the other for indirect or consequential damages resulting from or arising out of the agreement including but not limited to loss of use of property, loss of profits, loss of product or business interruption.

6. Confidentiallity (a) The company undertakes to keep confidential any confidential information disclosed to it by Ward&McKenzie (nl) ltd and not to disclose the same either complete or in part to any third party (including subsidiary companies, holding companies or associate companies) without Ward&McKenzie (nl) ltd's prior written approval, such undertaking to continue notwithstanding the expiry or termination of the agreement for so long as the information in question has not: (i)Become part of the public knowledge or literature without default on the part of the company, or (ii) Been disclosed to the company by the third party (other than one disclosing on behalf of Ward&McKenzie (nl) ltd) whose posession of such information is lawful and who is under no secrecy obligation with respect to the same. Or for a period of 10 years from the date that the agreement terminates, whichever is the sooner.
(b) Ward&McKenzie (nl) ltd shall undertake to keep confidential any confidential information disclosed to it by the company and Ward&McKenzie (nl) ltd shall be liable to the same constraints as imposed by clause 6(a) on the company.

7. Force Majeure Neither party to the agreement shall be in breach of any obligations hereunder (other than the obligations of the company to make payment of any monies due to Ward&McKenzie (nl) ltd) insofar as performance thereof has been delayed, hindered, interfered with or prevented by any circumstances beyond its reasonable control.

8. Safety It is the policy of Ward&McKenzie (nl) ltd to conduct its activities in such a way as to take foremost account of the health and safety of its employees and of other persons and to give proper regard to the conservation of the environment. In implementing this policy not only complies with the requirements of the relevant local legislation but promotes in an appropriate manner, measures for the protection of health, safety and environment for all who may be affected directly or indirectly by its activities. If, in the execution of its services, Ward&McKenzie (nl) ltd believes that the health and safety of its employees is placed at unacceptable risk due to circumstances outside its control, Ward&McKenzie (nl) ltd reserves the right to withdraw its services until the circumstances giving rise to this withdrawal are removed.

9. Himalaya It is hereby expressly agreed that no employee or agent of Ward&McKenzie(nl) ltd (including every sub-contractor from time to time employed by Ward&McKenzie(nl) ltd) shall in any circumstances whatsoever be under any liability whatsoever to the clients for any loss, damage or delay of whatsoever kind arising or resulting directly or indirectly from any act, neglect or default on his part while acting in the course of or in connection with his employment and, without prejudice to the generality of the foregoing provisions in this clause, every exemption from liability, defence or immunity of whatsoever nature applicable to Ward&McKenzie(nl) ltd or to which Ward&McKenzie(nl) ltd is entitled hereunder shall also be available and shall extend to protect every such employee or agent of Ward&McKenzie(nl) ltd acting as aforesaid and for the purpose of all the foregoing provisions of this clause is or shall be deemed to be acting as agent or trustee on behalf of and for the benefit of all persons who are or might be his servants or agents from time to time (including sub-contractors as aforesaid) and all such persons shall to this extent be or be deemed to be parties to this agreement.

10. Applicable Law The proper law of these terms&conditions is English Law and English Law shall be used to interpret these terms and conditions and for resolving all claims or disputes arising out of or connected with these terms&conditions (whether based on contract, tort or any other legal doctrine). Any such claim or dispute not settled by negotiation shall be settled by arbritation in London in accordance with the Arbitration Acts 1950 and 1979 or any statutory modification or re-enactment thereof for the time being in force, one arbiter being appointed by each party. If two arbiters properly appointed shall not agree they shall appoint an umpire whose decision shall be final. The language of the arbitration shall be English.