Met GeoInfo Standard Terms of Business

1.    SERVICES

1.1    The scope of the Services to be provided to the Client shall be agreed in writing.

1.2    If the Client requires any additional services or any change to the agreed Services, Met Geo info will be  entitled to an adjustment of the fees and an estimate of the additional fees which may be due will be provided to the Client upon request.

2.    COMMENCEMENT / DURATION OF SERVICES

2.1    If the commencement date for the Services is not agreed in advance, the Services will be treated as having commenced on the date the Consultant begins to carry out any of the Services.

2.2    The Services will continue until they are completed, unless the Appointment is terminated early in accordance with these Terms of Business.

3.    FEES AND EXPENSES

3.1    The fees payable for the Services including expenses will be as agreed in writing between the Client and Met GeoInfo.   Unless otherwise confirmed in writing, payment terms are in full 30 days from the date of the invoice. Payments are accepted by bank transfer to the following account:

Met GeoInfo GmbH

IBAN: AT95 20111 29025242300,

BIC: GIBAATWW

at Erste Bank, Graben 21, Wien, Austria

3.2    Met GeoInfo GmbH will be entitled to interest on overdue accounts at the rate of 3% above the Base Rate of Oesterreichische Nationalbank (OeNB) base-rate (http://www.oenb.at/isaweb/report.do?lang=EN&report=2.1) .

4.    INFORMATION & APPROVAL

4.1    The Client will ensure that Met GeoInfo is provided in good time with all information needed to enable Met GeoInfo to perform the Services and Met GeoInfo will be entitled to rely on that information.

4.1    The Client will give all decisions and approvals in a timely manner and provide any additional assistance which Met GeoInfo may reasonably request.

5.    STANDARD OF CARE

5.1    Met GeoInfo will exercise reasonable skill, care and diligence in the performance of the Services in accordance with the standards of the profession.

5.2    Met GeoInfo will also use reasonable endeavours to adhere to the programme (where applicable) agreed with the Client for the provision of the Services, but will not be responsible for any delay which is due to reasons attributable to the Client or otherwise beyond Met GeoInfo’s control.

6.    INTELLECTUAL PROPERTY

Copyright in all drawings, reports, documents and computer-generated data prepared by Met GeoInfo will remain the property of Met GeoInfo.  Subject to the Client paying all fees and expenses which are due, the Client will have a licence to copy and use those documents and data for any purpose related to the project for which the Services are provided, but not for any other purpose.

7.    PERSONNEL

7.1    Met GeoInfo will designate an individual to act as the principal representative in dealings with the Client concerning the Services.  Met GeoInfo reserves the right to change that individual but will not do so without good reason and will inform the Client of any such change.

7.2    Met GeoInfo will provide the Client with details of the professional qualifications and experience of staff engaged on the Services upon request.

8.    LIABILITY & INSURANCE

8.1    Met GeoInfo will take appropriate steps to remedy any defect in the Services for which Met GeoInfo is responsible and which is immediately notified by the Client at any time up to 12 months following completion of the Services.

Alternative A

8.2    Met GeoInfo will have no other liability to the Client, whether in contract or in tort, for any loss or damage suffered by the Client, whether direct, indirect or consequential.

Alternative B

8.2    Met GeoInfo maintains professional indemnity insurance and will use its reasonable endeavours to maintain such insurance for so long as it has any liability under the Appointment.  Met GeoInfo will have no liability to the Client whether in contract or in tort except to the extent that such liability is covered by its professional indemnity insurance and Met GeoInfo shall, in any event, have no liability to the Client for any indirect or consequential loss suffered by the Client including, but not limited to, loss of profits.

9.    TERMINATION

9.1    Met GeoInfo may terminate the Appointment at any time by giving notice to the Client if the Client commits a material breach of any of the terms agreed between them which is not remedied within 14 days.  Failure to pay fees and expenses on the due date will constitute a material breach.

9.2    The Client may terminate the Appointment by notice to Met GeoInfo if Met GeoInfo commits a material breach of any of the terms agreed between them and fails to take steps to remedy the breach within 14 days of notice requiring it to do so from the Client.

9.3    Upon termination the Client will pay Met GeoInfo all fees and expenses due up to the termination date.  In the event of wrongful termination by the Client, the Client will in addition pay Met GeoInfo an appropriate amount of compensation for Met GeoInfo 's loss of anticipated profit.

9.4    Termination will not prejudice the accrued rights and liabilities of the parties.

10.    ASSIGNMENT & SUBCONTRACTING

Neither party will assign or subcontract its obligations without the consent of the other.  In the event of Met GeoInfo wishing to subcontract any of the Services, the Client will not unreasonably withhold its consent.  Met GeoInfo will not be relieved of any of its liabilities to the Client in the event of any subcontracting.

11.    LAW & JURISDICTION

11.1    The agreement between the parties is governed by Austrian law.

11.2    Any disputes which cannot be resolved amicably will be resolved by the courts of Vienna.

11.3    Each party will give serious consideration to a request by the other that any dispute should be referred to mediation.