Contract check list for offshore and hydrographic consultants

Whenever you are appointed by a client, you must make sure that the terms of your appointment are recorded in your contract. It is usual for such a contract to be in various parts.

For example, you should have your own general Terms & Conditions on which you will always contract. See ITIC’s Standard Terms and Conditions for Hydrographic Surveyors.

General Terms & Conditions will be suitable for every contract you enter into as they will be general by nature. The more specific requirements of the contract, such as detailing the scope of the services you will provide will be recorded somewhere else, usually a “Scope of Work” or purchase order. In such a document you should detail all the works you will undertake. You should also pay special attention to any work which is not going to be undertaken by you, but which your client could reasonably assume would be. If it is reasonable for a client to assume you would be undertaking a task and they relied on that reasonable assumption, you could be held to have a liability for non-performance.

Whenever you intend to enter a contract your Terms & Conditions should be made clearly available to your potential client before the contract is agreed (and preferably signed). It is extremely difficult, if not impossible, to rely on contractual clauses which were not brought to a client’s attention before they agreed to enter into the contract. The only time you may be able to rely on such clauses is if you have a previous course of dealing with that same client and have used such clauses in the past – so in effect, the client is already aware of them.

Key issues in general terms and conditions for you to consider, are:

• exclusion and limitation clauses
• jurisdiction and law
• time bars
• indemnity
• force majeure
• and the right to sub contract.