Terms and Conditions

1 Definitions

1.1 In these conditions the following expressions have the following meanings:

• a. “Smart Veritas” means Smart Veritas B.V., a private limited liability company incorporated under the laws of the Netherlands, registered with the Netherlands Chamber of Commerce under number 78315719, acting as the provider of the Services;
• b. “Client” means the legal entity to whom the Proposal is addressed or who issues the Order, including its employees, agents and authorised representatives;
• c. “Services” means the offshore engineering, non-destructive testing, inspection, technical assessment and related work to be performed by Smart Veritas under an Order, together with the Deliverables;
• d. “Deliverables” means the reports, records, calculations, drawings, data and other materials Smart Veritas is required to produce under an Order;
• e. “Order” means the Client's written instruction to proceed, purchase order, call-off, work order or signed acceptance of a Proposal;
• f. “Proposal” means the quotation, tender or offer issued by Smart Veritas;
• g. “Agreement” means the Order, the Proposal, these conditions and any specification and schedule they identify;
• h. “Personnel” means the individuals through whom Smart Veritas performs the Services, whether employed or sub-contracted by it;
• i. “Site” means any location at which the Services are performed other than Smart Veritas' own premises, including the Client's premises, a third-party works, a vessel or an offshore installation;
• j. “Background IP” means intellectual property owned by or licensed to Smart Veritas that exists independently of the Order, including its written practices, procedures, techniques, methodologies, templates, software and calculation models;
• k. “Intellectual Property Rights” means all intellectual and industrial property rights of any kind, including copyrights, patents, design rights, database rights, trade secrets, know-how, trademarks and trade names, and all other proprietary rights, whether registered or unregistered, together with all applications for registration, existing anywhere in the world;
• l. “Work Product” means all tangible and intangible results, materials and data created, developed or produced by Smart Veritas in performing the Services, in any form or medium and whether completed or in progress, including the Deliverables and the computational models, source files, working documents, raw data and field records from which they are produced;
• m. “Fees” means the price, rates and other sums payable by the Client for the Services under Article 4; and
• n. “Party” means Smart Veritas or the Client, and “Parties” means both of them.

2 Application and Basis of Contract

2.1 These conditions apply to and are incorporated into every Proposal, Order and Agreement for the sale of Services by Smart Veritas, and supersede any earlier conditions issued by Smart Veritas for that purpose.

2.2 These conditions apply to the exclusion of any other terms the Client seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing. Any terms endorsed on, delivered with or referred to in a purchase order, acknowledgement or other document of the Client are expressly rejected and form no part of the Agreement, notwithstanding that Smart Veritas performs the Services.

2.3 Where the Client's own terms have been negotiated and recorded in a written agreement signed by an authorised representative of Smart Veritas, that agreement prevails over these conditions to the extent of any conflict, and these conditions apply to everything it does not address.

2.4 In the event of conflict, the order of precedence is: first, a written agreement signed by both Parties under Article 2.3; second, these conditions; third, the Order as accepted by Smart Veritas, but only as to the scope, quantities, price and programme it records, any terms endorsed on, delivered with or referred to in it having been rejected under Article 2.2; fourth, the Proposal; and fifth, any specification or schedule they identify.

2.5 No variation of these conditions is valid unless made in writing and signed by an authorised representative of Smart Veritas.

2.6 The Agreement is conditional upon Smart Veritas obtaining every export licence, permit and approval required for performance. Where one is refused or withdrawn, Smart Veritas may terminate the affected Order without liability and is paid for the Services performed to that date.

3 Proposals, Orders and Formation

3.1 A Proposal is an invitation to treat and is not an offer capable of acceptance unless it states otherwise. A Proposal is valid for thirty (30) days from its date and may be withdrawn or amended at any time before acceptance.

3.2 The Agreement is formed when Smart Veritas confirms the Order in writing or commences the Services, whichever occurs first. Commencement is not acceptance of any of the Client's terms.

3.3 A Proposal is given on the basis of the information the Client has supplied. Where that information proves incomplete or inaccurate, or where the scope, quantities, access or conditions differ from those assumed, Smart Veritas is entitled to adjust the price and the programme under Article 5.

3.4 Smart Veritas is not obliged to hold any individual, resource or equipment available before an Order is accepted, and is not liable if a person or resource identified in a Proposal is no longer available when the Order is placed.

4 Price, Rates and Payment

4.1 The price is that stated in the Proposal or the accepted Order. Rates are quoted exclusive of VAT, which is added or reverse-charged in accordance with applicable law.

4.2 Unless the Proposal states a lump sum, the Services are charged on the rates and basis it sets out. Rates are based on the working hours, shift pattern, access and location assumed in the Proposal. Work outside those assumptions, including overtime, night, weekend and public holiday working, standby and work outside the country assumed, is charged at the applicable rate or, where none is stated, at a fair and reasonable rate.

4.3 Mobilisation, demobilisation, travel, accommodation, subsistence, consumables, equipment hire, radioactive source hire and transport, and third-party charges are charged in addition unless the Proposal expressly states that they are included.

4.4 Smart Veritas invoices monthly in arrears, or on achievement of the milestones the Order states. Correctly rendered invoices are payable within thirty (30) days of the invoice date, without deduction, discount or set-off.

4.5 The Client shall not withhold, deduct or set off any amount against a sum due to Smart Veritas, whether on account of a counterclaim, a back-charge, a dispute or otherwise, save to the extent Smart Veritas has agreed it in writing or a competent court has ordered it.

4.6 Where an invoice is not paid when due, statutory commercial interest under Article 6:119a of the Dutch Civil Code runs from the due date, together with all reasonable costs of recovery, judicial and extrajudicial.

4.7 Where an invoice remains unpaid fourteen (14) days after written notice, Smart Veritas may suspend the Services and withhold the Deliverables under Article 13, without liability for the consequences of the suspension.

4.8 Prices are reviewed annually, with effect from 1 January. Where a change in law, in the applicable collective labour agreement, or in a statutory charge materially increases the cost of performing an Order of more than twelve (12) months duration, Smart Veritas may adjust the rates on written notice, and the Client may terminate the affected Order within fourteen (14) days of that notice.

4.9 The Client shall, on reasonable written request, provide security for payment of the price, which may take the form of a bank guarantee, a letter of credit, payment in advance or another form acceptable to Smart Veritas. Failure to provide the security requested within fourteen (14) days entitles Smart Veritas to suspend the Services or to terminate the affected Order.

4.10 Any objection to an invoice shall be made in writing within fourteen (14) days of the invoice date, stating the grounds in detail. An invoice not objected to within that period is accepted. An objection does not suspend the obligation to pay.

5 Variations

5.1 The Client may request a variation to the Services in writing. Smart Veritas shall confirm the effect on the price and the programme before the varied work proceeds.

5.2 Where an instruction, a change in the Client's requirements, or a change in the conditions actually encountered increases the cost or duration of the Services, Smart Veritas is entitled to a fair and reasonable adjustment to the price and the programme. Smart Veritas shall notify the Client promptly on becoming aware of it.

5.3 Smart Veritas is not obliged to perform a variation that falls outside its certification, its written practice, its insurance or the scope of the applicable procedure.

6 Programme, Standby, Postponement and Cancellation

6.1 Dates given for commencement or completion are estimates given in good faith and are not of the essence unless the Agreement expressly states otherwise and states the consequence of failure.

6.2 Where Smart Veritas is prevented or delayed by an act or omission of the Client, by conditions at the Site, by a permit, isolation or access not being available, by weather, or by any cause not attributable to Smart Veritas, the programme is extended and standby is charged at the applicable rate from the time the Personnel are available to work.

6.3 Where the Client postpones or cancels mobilisation or an agreed period of work, Smart Veritas may charge: 100% of the scheduled value where notice is given less than twenty-four (24) hours before the agreed start, 50% where notice is given less than five (5) working days before it, and nil thereafter, together with all travel, accommodation and third-party charges already committed.

6.4 Where the Services are performed offshore or on a vessel, time from mobilisation to demobilisation, including transit, waiting on weather and periods when work is not possible, is chargeable at the applicable rate.

6.5 A period for performance begins only when the Client has fulfilled its own obligations under Article 7, any payment or security then due has been received, the information, documentation and approvals required have been provided, and access to the Site is available. Where any of those is outstanding, Smart Veritas may extend the period for performance by at least the period of the delay, and the additional cost is borne by the Client.

6.6 Where completion is delayed solely by the fault of Smart Veritas, and only after written notice and a grace period of fourteen (14) days, the Client may claim liquidated damages of 0.5% of the value of the delayed portion of the Services for each completed week of delay, up to a maximum of 5% of the value of that portion. Liquidated damages are the Client's sole and exclusive remedy for delay and no other damages are payable in respect of it.

6.7 Liquidated damages under Article 6.6 are payable only where the Client shows that it suffered actual loss as a direct result of the delay, the delay was caused solely by Smart Veritas, time was expressly made of the essence in the Order, and the Client has fulfilled its own obligations under the Agreement.

6.8 Unless the Order states otherwise the Services are performed during normal working hours. A normal working day is eight (8) hours and a normal working week is five (5) days, Monday to Friday, excluding public holidays in the country of performance.

6.9 Work performed outside normal working hours, at weekends or on a public holiday is charged at the overtime rates in the Proposal or, where it states none, at Smart Veritas' standard overtime rates.

6.10 Waiting time and downtime arising from any cause not attributable to Smart Veritas, including delay caused by the Client, is charged as normal working time at the applicable rates. Smart Veritas may organise working hours and sequence as necessary to complete the Services efficiently and safely, having regard so far as practicable to operational conditions at the Site.

7 Obligations of the Client

7.1 The Client shall provide, at its own cost and in good time, safe and unobstructed access to the Site, the working areas, scaffolding, staging, lighting, power, isolation, cleaning and surface preparation necessary for the Services, and shall obtain all permits, consents and authorisations required for the Services to be performed.

7.2 The Client shall provide complete and accurate information, drawings, procedures, specifications, material and weld data, previous inspection history and details of any hazard, and shall notify Smart Veritas promptly of any change. Smart Veritas is entitled to rely on that information without independent verification.

7.3 Where the Client provides equipment, calibration blocks, consumables, welfare or transport, it does so at its own risk and shall ensure they are fit for purpose, calibrated where applicable and accompanied by current certificates.

7.4 The Client shall ensure that the surfaces, components and items to be examined are prepared, accessible and in a condition that permits examination to the applicable procedure. Time lost because they are not is chargeable as standby.

7.5 The Client shall notify Smart Veritas of any Site rule, induction requirement, permit-to-work system or security arrangement in good time, and of any works closure or collective shutdown affecting the programme.

7.6 The Client shall appoint a representative with authority to take decisions and give approvals on its behalf, and shall make that person available for consultation while the Services are performed.

7.7 The Client shall obtain, before the Personnel or any equipment arrive, every document, permit, licence, visa and authorisation required for the import and export of equipment, for the entry and stay of the Personnel in the country of performance, and for access to the Site.

8 Personnel, Direction and Supervision

8.1 Smart Veritas performs the Services as an independent contractor, through its own Personnel and under its own direction and supervision. The Services are not, and shall not be construed as, the making available of labour to the Client or as temporary agency work.

8.2 Smart Veritas is and remains the employer of its Personnel. It alone determines their recruitment, remuneration, working time, rostering, leave, absence, conduct, performance appraisal, discipline and termination, and is alone responsible for their wages, wage tax and social security contributions. Neither Smart Veritas nor any of its Personnel is, or shall be considered to be, an employee of, or under the authority of, the Client.

8.3 Smart Veritas decides how many individuals it deploys and which of them perform any part of the Services, and may substitute or rotate them provided each individual holds the certification and Site authorisation the work requires.

8.4 Smart Veritas appoints a contact or, where more than one individual is deployed, a site supervisor, through whom instructions relating to the Services are given.

8.5 The Client may give the following instructions and no others:

• a. the allocation of items of work from the agreed scope — which components, welds, lines, vessels or items of equipment are to be examined, and in what sequence;
• b. the working and rest times applicable to the performance of the Services on the Site, the Site's operating hours, access windows, permit-to-work, isolation and lock-out requirements;
• c. hold points, witness points, notification requirements, and the system, format and timing in which results are recorded;
• d. co-ordination with other contractors and with the Site's own operations;
• e. instructions relating to health, safety, security, the environment, emergency arrangements and well-being at work, which are permitted at all times and are not restricted by this Article; and
• f. instructions to prevent or limit damage, including requiring work to stop where a manifest error appears.

8.6 Instructions may define or refine the result required; they may not direct the manner in which the Personnel carry out their work, beyond the applicable procedure, and may not require work to be performed for any party other than the Client or at any location other than the Site. The right of instruction goes no further than is necessary for the proper performance of the Services and shall not be exercised so as to diminish the employer authority of Smart Veritas.

8.7 Where the Services are performed in Belgium, this Article is the written agreement required by Article 31 §1 of the Act of 24 July 1987 on temporary work, temporary agency work and the making available of workers to users. The Client shall immediately inform its works council, or in the absence of one its committee for prevention and protection at work or its trade union delegation, that this Agreement exists, and shall provide the employee representatives with a copy of this Article on request. Where the Services are performed elsewhere, this Article applies together with the equivalent provisions of the law of the country of performance.

8.8 The Client shall not, without the prior written consent of Smart Veritas, make any of the Personnel available to a third party, including a company in the Client's own group, for work under that third party's direction and supervision.

8.9 This Article prevails over any other provision of the Agreement that might be read as placing the Personnel under the authority of the Client.

9 Intellectual Property and Work Product

9.1 Background IP remains the exclusive property of Smart Veritas. Background IP means the knowledge, methodologies, tools, templates, written practices, procedures, techniques, software and computational models — including finite element, computational fluid dynamics and CAD models, analysis tools and all source files — owned or developed by Smart Veritas before, or independently of, the Agreement. Nothing in the Agreement transfers any right in it.

9.2 On payment in full of all sums due, the Client owns the Intellectual Property Rights in the Deliverables created specifically for the Client, being final drawings and specifications, calculation and analysis reports issued in portable document format, technical reports and documentation issued as project deliverables, and project-specific designs as documented in those drawings and specifications.

9.3 For the avoidance of doubt that ownership does not extend to, and Smart Veritas retains, computational models of any kind; source files, input files, mesh files and material or model databases; methodologies, procedures and analytical techniques; software, algorithms and computational tools; templates, standards and calculation methods; and any Background IP.

9.4 Computational models and source files are not transferred, licensed or provided to the Client or to any third party, whatever has been paid, unless a separate written agreement dealing expressly with model transfer is signed by both Parties and the additional fee under Article 9.14 is paid. The Client receives the output results, graphical representations, summary data and conclusions, and reports documenting the assumptions, methodology and results, as the Order specifies.

9.5 On payment in full of all sums due, Smart Veritas grants the Client a perpetual, non-exclusive, non-transferable, royalty-free licence to use the Deliverables for the asset, plant, facility or project to which the Order relates, including construction, fabrication, installation, procurement, permitting and regulatory approval and commissioning, and thereafter operation, maintenance, repair, replacement, condition monitoring, integrity and remaining-life assessment, inspection planning, life extension, refurbishment, and the evaluation and scoping of future modifications to the same asset.

9.6 The Client may provide the Deliverables to its own client, to contractors, sub-contractors and suppliers engaged on the project, to consulting engineers for peer review or verification, to regulators, classification societies and certification bodies, to insurers and surveyors, to financing parties requiring technical documentation, and to its own employees, agents and authorised representatives, provided each is informed that the Deliverables are confidential and proprietary to Smart Veritas and are to be used only for the project concerned.

9.7 Any new design work, modification or re-engineering going beyond operation and maintenance of the asset is the subject of a separate agreement with Smart Veritas or, if performed by others, shall be clearly distinguished from Smart Veritas' original work with appropriate disclaimers.

9.8 The Client shall not alter, edit, abridge or reissue a Deliverable, nor reproduce any part of it in a way that changes its meaning or omits a qualification, and shall not represent an altered document as the work of Smart Veritas.

9.9 Where the Client is permitted in writing to adapt a drawing, specification or document for the project, every modification shall be clearly marked and attributed to the party making it, Smart Veritas' name and original content shall be identified, and the modified document shall state that it has been altered from the original. Responsibility for a modification and for its consequences passes to the party making it, and Smart Veritas is released from liability for the modified document.

9.10 The Client shall not use a Deliverable for any project other than the one for which it was created without prior written consent; remove or alter a copyright notice, proprietary legend or attribution; commercialise or resell a Deliverable as a standalone product or service; or extract or reverse engineer Smart Veritas' methodologies or techniques from it.

9.11 Where a Deliverable is produced in the Client's own reporting system, ownership of that record is as the Agreement provides, and Smart Veritas retains the right to hold and use the underlying raw data, technique sheets and field records for the purposes of Article 10 and of its own quality and certification obligations. Smart Veritas retains its models for its records and may reuse modelling techniques, methodologies and approaches, excluding the Client's confidential information, on other projects.

9.12 The Client may engage an independent engineer or consultant to review a Deliverable for quality assurance or peer review, code compliance, design validation, regulatory approval, independent technical assessment or transaction due diligence, provided the reviewer first signs a confidentiality agreement reasonably acceptable to Smart Veritas, uses the Deliverable only for that review and for the Client's project, and receives no computational model, source file or proprietary methodology. A review does not relieve Smart Veritas of its obligations nor transfer liability to the reviewer, and Smart Veritas shall co-operate reasonably with the reviewer so far as that does not require disclosure of proprietary methodologies.

9.13 The Client shall keep confidential the methodologies, techniques, procedures and know-how disclosed by Smart Veritas in performing the Services, and shall not disclose them without prior written consent. That obligation does not apply to information already public through no fault of the Client, independently developed by the Client, lawfully obtained from a third party without restriction, or required to be disclosed by law or court order, notice being given to Smart Veritas where possible. It does not restrict the sharing of Deliverables permitted by Article 9.6, provided they do not contain Smart Veritas' proprietary methodologies.

9.14 Where the Client requests ownership of computational models, source files or other Intellectual Property Rights beyond the licence in Article 9.5, the transfer takes effect only if the Parties sign a separate assignment agreement identifying the models, files or rights transferred, the permitted uses and restrictions, the rights to derivative works, any support obligations, and the applicable disclaimers and limitations of liability, and the Client pays the additional fee. That fee is calculated on the development effort and investment in the models and methodologies, the strategic value of the intellectual property, and any restriction agreed on Smart Veritas' own future use. Until such an agreement is signed and paid, all Intellectual Property Rights remain as this Article provides.

9.15 The Client shall indemnify Smart Veritas against claims, damages, costs and expenses arising from use, modification, reproduction or distribution of a Deliverable beyond the licence in Article 9.5; breach of Article 9.13; unauthorised disclosure or commercialisation of Smart Veritas' methodologies or techniques; use of a Deliverable for a project not permitted by this Article; failure to attribute a modification under Article 9.9; and third-party infringement claims resulting from the Client's modification or misuse of a Deliverable. This indemnity is in addition to the indemnity in Article 11.

9.16 On completion or termination the Client retains the Deliverables it owns under Article 9.2 and holds them under the licence in Article 9.5, and shall return or, at Smart Veritas' option, destroy any computational model, source file or input file provided inadvertently, any draft or preliminary working material, and any methodology or technical documentation marked confidential or proprietary, certifying destruction in writing if asked. No certification is required for the final Deliverables.

9.17 Nothing in this Article limits or excludes Smart Veritas' liability for error, omission or negligence in the Services, which is governed by Article 11. The allocation of Intellectual Property Rights does not transfer to the Client responsibility for Smart Veritas' professional errors, liability for defects in its original work, its professional indemnity obligations, or accountability for its performance. Smart Veritas remains responsible for the accuracy and adequacy of the Deliverables, compliance with the codes and standards the Order specifies, the professional quality of the Services, and errors or omissions arising from a failure to exercise reasonable skill and care.

9.18 This Article survives termination.

10 Warranties and Defects

10.1 Smart Veritas warrants that the Services will be performed with the reasonable skill, care and diligence to be expected of a competent provider of services of a similar nature, in accordance with good industry practice, the applicable procedure and the codes and standards identified in the Agreement.

10.2 Smart Veritas does not warrant that the Services will detect every discontinuity or defect. Non-destructive testing and inspection have inherent limitations of method, access, technique and detectability, and a Deliverable reports what was found by the method applied, to the extent of the examination performed, at the time of examination.

10.3 A Deliverable relates only to the items examined and the extent of examination recorded, and shall not be relied upon as a statement about any other item, or about the fitness for service, remaining life or continued integrity of any item, unless the Agreement expressly includes an assessment of that kind.

10.4 The Client shall notify Smart Veritas in writing of any alleged defect in the Services within thirty (30) days of the date on which it became, or reasonably ought to have become, aware of it, and in any event within twelve (12) months of completion of the Services concerned.

10.5 Where a defect is established, Smart Veritas shall re-perform the affected Services or re-issue the affected Deliverable at its own cost. That is the Client's sole remedy for defective performance, save as Article 11 provides.

10.6 Smart Veritas is not responsible for any decision the Client or a third party takes on the basis of a Deliverable, nor for any repair, replacement, acceptance, rejection or continued operation decided upon by another party.

10.7 The Client may not reject the Services or withhold acceptance on account of a minor deficiency that does not materially affect the result or its compliance with the Order, provided Smart Veritas remedies the deficiency within a reasonable time.

10.8 Save as this Article and Article 11 expressly provide, Smart Veritas gives no other warranty, express or implied, and in particular gives no warranty of merchantability or fitness for a particular purpose, no warranty that the Services will be uninterrupted or free from error, no warranty as to the performance, reliability or remaining life of an item examined or a system designed, and no warranty arising from a course of dealing or a usage of trade. All such warranties are excluded to the fullest extent the law permits.

11 Liability, Indemnity and Insurance

11.1 Smart Veritas maintains, with reputable insurers, professional indemnity insurance of €1,250,000 for each claim and €2,500,000 for each policy period, and general and public liability insurance of €2,500,000 for each claim and €5,000,000 for each policy period. Evidence of cover is provided within ten (10) business days of a written request. Cover is maintained worldwide with the exception of the United States of America and Canada. Maintaining insurance does not increase Smart Veritas' liability beyond the limits in this Article.

11.2 That general and public liability insurance includes cover for employer's liability (werkgeversaansprakelijkheid) within the same limits, which are shared with all other claims under that policy and are not additional to them.

11.3 The Services are not offered for performance in the United States of America or Canada, and the Client shall not bring or permit to be brought any claim arising out of the Agreement before a court of either country. Where the Client requires Services in either country, or cover for claims brought there, that must be agreed in writing before the Order is accepted and is chargeable. This Article is to be read with Article 17.

11.4 Nothing in these conditions limits or excludes liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, for intent or wilful misconduct, or for any other liability that applicable law does not permit to be limited or excluded.

11.5 Each Party is liable for its attributable default towards the other. Subject to Article 11.4, Smart Veritas' liability is to compensate the Client for direct damage caused solely by Smart Veritas' attributable default.

11.6 Smart Veritas' liability for an incident, or a series of incidents arising from a common root cause or related circumstances, shall not exceed twice the Fees paid or payable for the Services that caused the damage, and in no circumstances shall it exceed €1,250,000 for any one claim or €2,500,000 in aggregate for all claims in any one policy period. That aggregate is shared between all claims made against Smart Veritas in that period, whether under this Agreement or any other.

11.7 Direct damage means damage flowing naturally and directly from the default without any intervening cause, and is limited to the reasonable and documented cost of correcting or remedying a defect in the Services, the reasonable and documented cost of re-performing Services defectively performed, and additional professional fees necessarily and reasonably incurred as a direct result of a proven error or omission.

11.8 Neither Party is liable for indirect or consequential loss, including loss or deferral of profit, revenue, production, use or anticipated savings; cost of capital or financing; business interruption or loss of opportunity; idle time, downtime or standby cost; increased operating cost or the cost of delay; loss of contract, goodwill or reputation; claims by the Client's own customers for economic loss; the cost of realising the object on which the Services were performed had the Services been performed without defect; loss of or damage to items placed at Smart Veritas' disposal by or for the Client, however caused; or environmental contamination, pollution or remediation cost except where mandatory law requires otherwise. These exclusions apply regardless of cause and even if the Party was advised that such loss was possible.

11.9 Smart Veritas warrants that engineering services are performed with the reasonable skill, care and diligence ordinarily exercised by qualified professional engineers practising in the same discipline in similar circumstances. The Client acknowledges that engineering design, analysis and calculation involve scientific principles carrying inherent uncertainty, assumptions, simplifications and engineering judgment, reliance on the information the Client supplies, and the limitations of analytical methods and computational tools. Smart Veritas gives no warranty as to the achievement of a particular performance characteristic, result or outcome unless the Order guarantees it expressly, and is not liable for variation in a result falling within generally accepted engineering tolerance.

11.10 Smart Veritas warrants that non-destructive testing and inspection are performed in accordance with the codes, standards, procedures and acceptance criteria the Order specifies or, if it specifies none, with generally accepted industry practice. The Client acknowledges that no inspection method can guarantee detection of every defect, flaw or discontinuity; that results are interpreted within the applicable standard and depend on the qualification and experience of the technician; that detectability depends on the size, orientation, location and depth of a defect and on the material and method; and that inspection covers only the areas and parameters within the scope of work.

11.11 Smart Veritas' obligation is to perform the inspection in accordance with the specified procedure and report its findings. It gives no warranty as to the fitness for service, structural integrity, remaining life or safety of an item examined. A report reflects the condition of the item at the time and in the location examined only, and Smart Veritas is not responsible for a defect in an area not examined, nor for a change in condition after the date of examination.

11.12 Smart Veritas is not liable for loss, damage, expense or claim arising from inaccurate, incomplete, misleading or outdated information supplied by the Client or a third party; the Client's failure to fulfil an obligation under the Agreement; the act, omission, negligence or wilful misconduct of the Client or of any other contractor at the Site; a decision by the Client on design acceptance, construction method, material selection, continued operation, repair or replacement taken on the basis of the Services; use of a Deliverable for a purpose or project other than that for which it was created; a modification made without Smart Veritas' written approval; a change in law, code, standard or classification rule after completion of the Services; force majeure; normal wear, ageing, corrosion, erosion, fatigue, creep or other time-dependent degradation; a construction, workmanship or material defect unless its detection was expressly within the scope; a defect not detectable by the specified method or technique; or the inherent limitations of the Client's own facilities, equipment or processes.

11.13 The Client shall indemnify, defend and hold harmless Smart Veritas, its officers, employees, agents and sub-contractors against all third-party claims, liabilities, losses, damages, costs and expenses, including reasonable legal costs, arising from the Client's breach of the Agreement; the negligence or wilful misconduct of the Client, its employees, agents or contractors; unsafe conditions at the Site or a failure to comply with health and safety law; injury, illness, death or property damage at the Site, except to the extent caused directly and solely by Smart Veritas' gross negligence or wilful misconduct; unauthorised use or disclosure of Smart Veritas' Work Product or Intellectual Property Rights; a third-party claim arising from the Client's use of or reliance on the Services; information supplied by the Client proving inaccurate; and any failure to obtain a permit, licence or consent required for the project. The indemnity does not apply to the extent that a claim arises directly and solely from Smart Veritas' own breach, negligence or wilful misconduct.

11.14 Both Parties shall take reasonable steps to prevent and reduce damage, inform the other promptly of any circumstance likely to cause or increase it, and co-operate in good faith in investigating and correcting it. A Party may not recover damage it could reasonably have avoided.

11.15 A claim must be notified to Smart Veritas in writing, with reasonable particularity, within thirty (30) days of completion of the Services or delivery of the Deliverable where the defect is apparent; within twelve (12) months of completion, or of the date the defect was or should reasonably have been discovered, whichever is the earlier, where the defect in engineering services is latent; and within sixty (60) days of the date of inspection or of issue of the report, whichever is the later, in the case of inspection and testing services.

11.16 Proceedings must be commenced within two (2) years of the date on which the claimant knew or should reasonably have known of the facts giving rise to the claim. A claim not notified within the periods in Article 11.15, or for which proceedings are not commenced within that two (2) year period, is barred and waived. Knowledge of a defect without timely written notice constitutes acceptance and waiver of the claim.

11.17 Where the Services form part of a larger project involving other consultants or contractors and damage results from more than one contributing cause, Smart Veritas' liability is several and not joint and several, and is limited to its proportionate share of responsibility. This does not apply in the case of Smart Veritas' fraud, wilful misconduct or gross negligence.

11.18 The Parties agree that the insurance maintained under this Article, together with the limitations in it, is a fair and commercially appropriate allocation of risk, having regard to the nature and inherent uncertainty of engineering and inspection services, the Fees charged, the cover commercially available, the ability of each Party to control and insure the risks concerned, and the practice of the industry. These limitations apply to the fullest extent the law permits and remain enforceable even if a limited remedy fails of its essential purpose.

11.19 This Article survives completion, expiry or termination of the Agreement.

12 Confidentiality and Data Protection

12.1 Each Party shall keep confidential the information it receives from the other in connection with the Agreement, and shall use it only for the performance of the Agreement. This does not apply to information that is public otherwise than through breach, is independently developed, is lawfully obtained from a third party, or is required to be disclosed by law or by a competent authority.

12.2 Smart Veritas may identify the Client and describe the general nature of the Services in its quality records, supplier questionnaires and statements of experience, and may not otherwise use the Client's name or marks in marketing material without consent.

12.3 Each Party shall comply with the General Data Protection Regulation (EU) 2016/679 and applicable national implementing law in respect of personal data processed in connection with the Agreement. The Parties act as independent controllers in respect of the personal data of the Personnel, which the Client shall process only for Site access, certification verification and its own statutory obligations.

12.4 Smart Veritas retains records relating to the Services, including certification and qualification records, for the period its quality system and applicable law require.

13 Suspension and Termination

13.1 Smart Veritas may suspend the Services on written notice where the Client is in breach, where payment is overdue under Article 4.7, where the Site is unsafe or access is not available, or where continuing would require its Personnel to work outside their certification or contrary to a statutory requirement.

13.2 Either Party may terminate an Order with immediate effect by written notice if the other commits a material breach that is not remedied within thirty (30) days of written notice, or becomes insolvent, enters suspension of payments or bankruptcy, or ceases to carry on business.

13.3 The Client may terminate an Order for convenience on written notice, in which case Article 6.3 applies and Smart Veritas is paid for the Services performed to the date of termination, together with all committed and unavoidable costs.

13.4 On termination Smart Veritas shall deliver the Deliverables for the Services paid for, and Articles 9, 10, 11, 12 and 17 survive.

13.5 Before terminating for a material breach, the Party alleging it shall give written notice specifying the breach in reasonable detail and shall discuss it in good faith with the other Party, unless the breach involves fraud, wilful misconduct, a material safety violation, a repeated breach of the same obligation, or a payment more than thirty (30) days overdue.

13.6 On a termination for convenience Smart Veritas shall take reasonable steps to mitigate the cost, including cancelling or reducing sub-contract commitments and seeking an alternative use for materials and equipment already procured.

14 Force Majeure

14.1 Neither Party is liable for failure or delay in performing its obligations, other than an obligation to pay, to the extent caused by an event beyond its reasonable control, including fire, explosion, extreme weather and natural disaster; war, terrorism, riot and civil disorder; strike, lockout and other industrial action; epidemic, pandemic and quarantine measures; the act of a public authority, sanctions, and import, export or currency restrictions; the unavailability of materials, equipment or personnel; the failure of a supplier or sub-contractor; and the failure of a utility or of a communications network. The affected Party shall notify the other promptly.

14.2 The time for performance is extended by at least the duration of the event together with a reasonable period for remobilisation.

14.3 Standby and committed costs remain chargeable during an event of force majeure affecting the Site.

14.4 If the event continues for more than three (3) months, either Party may terminate the affected Order by written notice, and Smart Veritas is paid for the Services performed to that date.

15 Compliance, Anti-Bribery and Sanctions

15.1 Each Party shall comply with all applicable anti-bribery, anti-corruption, anti-money-laundering, modern slavery, competition, export control and trade sanctions legislation, and shall not act in a way that would cause the other to breach it.

15.2 Smart Veritas observes its Code of Ethics and expects the same standards of its clients. Either Party may terminate with immediate effect for a breach of this Article, without any cure period.

15.3 Smart Veritas may decline to perform, or may cease performing, any Services that would place it, its Personnel or its equipment in breach of a sanctions measure, an export control, or a radiation, transport or environmental authorisation.

16 Assignment, Sub-Contracting and Non-Solicitation

16.1 The Client shall not assign or transfer the Agreement without the prior written consent of Smart Veritas. Smart Veritas may sub-contract any part of the Services, remaining responsible for the acts and omissions of its sub-contractors.

16.2 The Client shall not, during the Services and for twelve (12) months afterwards, solicit, entice away or engage, directly or indirectly, any of the Personnel who performed the Services, whether as an employee, contractor, agency worker or through a third party.

16.3 Where the Client breaches Article 16.2, it shall pay Smart Veritas a sum equal to thirty per cent (30%) of the individual's gross annual remuneration at the date of engagement, as a genuine pre-estimate of the cost of recruiting and qualifying a replacement. This does not apply where the individual responds independently to a public advertisement.

17 Notices, General Provisions, Law and Jurisdiction

17.1 Notices shall be in writing, in the English language, and given by email or postal mail to the addresses stated in the Order. A notice sent by email is deemed received on transmission if sent before 17:00 on a business day in the country of the recipient, and otherwise at 09:00 on the next business day; a notice sent by post is deemed received three (3) business days after posting.

17.2 No failure or delay in exercising a right impairs it or operates as a waiver. If a provision is held invalid or unenforceable it has no effect to that extent, without invalidating the remainder, and the Parties shall replace it with a valid provision of as close an effect as possible.

17.3 The Agreement constitutes the entire agreement between the Parties in respect of its subject matter. Nothing in it creates a partnership, joint venture or relationship of agency, and no person who is not a Party may enforce it.

17.4 These conditions are provided in English, which prevails over any translation.

17.5 The Agreement, and any dispute arising out of or in connection with it including non-contractual disputes, is governed by the law of The Netherlands, excluding its conflict-of-laws rules and the United Nations Convention on Contracts for the International Sale of Goods.

17.6 The competent court of Rotterdam, The Netherlands has exclusive jurisdiction, without prejudice to the right of Smart Veritas to bring proceedings in any other court of competent jurisdiction and to either Party's right to seek urgent injunctive relief.

17.7 The Parties shall first attempt to resolve any dispute by good faith negotiation between representatives with authority to settle it. Where a dispute is not resolved within thirty (30) days of written notice of it, either Party may commence proceedings under Article 17.6. This Article does not prevent either Party from applying at any time for interim or injunctive relief.