Surveyor terms of service

Idwal Surveyor Terms of Service

Last Updated: 25th February 2026

These Idwal Surveyor Terms of Service ("Surveyor Terms") set out the basis on which the Consultant provides Services to Idwal Marine Services Limited, trading as Idwal ("Idwal"). Where the Consultant has entered into a Surveyor Schedule ("Surveyor Schedule") with Idwal, the Surveyor Terms and Surveyor Schedule together form the Agreement ("Agreement") between Idwal and the Consultant. Where no Surveyor Schedule exists, these Surveyor Terms alone shall govern each Appointment between Idwal and the Consultant.

Unless expressly agreed in writing by Idwal, these Surveyor Terms shall apply to and determine any contract between the Consultant and Idwal, to the exclusion of all other terms and conditions, whether included in any quotation, proposal, or acknowledgement of receipt, or the general terms and conditions of the Consultant. Idwal will not be deemed to have accepted, and these Surveyor Terms will at all times prevail over, all general terms and conditions of the Consultant.

These Surveyor Terms should be retained for your records.

DEFINITIONS

Agreement : means these Surveyor Terms together with the Surveyor Schedule (where applicable), and any Appointments issued thereunder.

Appointment: means the Client's written instruction to the Consultant to perform specific Services, as set out therein.

Client: means Idwal Marine Services Ltd, whose registered office is 1 Caspian Point, Caspian Way, Cardiff, CF10 4DQ.

Client Representative: means a duly authorized representative of the Client.

Consultant: means the person, firm or company to whom the Appointment is addressed.

Consultant Personal Data: means Personal Data relating to the Consultant (including contact details, payment information, location data, and performance records) that the Client processes in connection with this Agreement.

Data Protection Law: means all applicable laws relating to data protection, privacy, and security, including the UK General Data Protection Regulation (UK GDPR), the Data Protection Act 2018, and any successor or replacement legislation.

Delivery: means the delivery of the Services at the time and to the place as specified in the Appointment or as otherwise specified by the Client.

Delivery Address: means the address or vessel and location stated in the Appointment or as otherwise specified by the Client.

Fee(s): means the fee(s) payable for the Services stated in the Appointment.

Inspection Data: means all data arising and captured during the inspection and/or pre-inspection of a vessel, including, but not limited to, digital assets including photographs and videos of such vessel, and documents and certificates in Microsoft Word and/or PDF format, and Microsoft Excel spreadsheets containing data, in respect of such vessel.

Intellectual Property Rights: means all patents, rights to inventions, utility models, copyright and related rights, trademarks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, data-base right, topography rights, moral rights, rights in confidential information (including know-how and trade secrets), and all intellectual property rights, in each case whether registered or unregistered and including all applications (or rights to apply) for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

Owner: means, in relation to any vessel or other floating structure, any corporate body, charter manager, mortgagee, or any other person or body having possession thereof on whose behalf the Appointment has been placed by the Client.

Penalty Fee: means the amount equal to the lesser of: (i) Three times the fees stated in the relevant Appointment, and (ii) USD $10,000.

Personal Data, Processing, Data Controller, Data Processor, Data Subject, and Personal Data Breach: have the meanings given in Data Protection Law.

Relevant Requirements: means all applicable laws, statutes, regulations, and codes relating to anti-bribery and anti-corruption, including but not limited to, the Bribery Act 2010.

Report : means any deliverable produced or submitted by the Consultant in connection with the Services, whether in the form of completed checklists, data submissions, digital assets, written reports, or any other materials, however captured or transmitted, in accordance with the Specification and the Appointment.

Services: means the services described in the Appointment, which shall include, without limitation, the preparation and completion of the Report.

Specification: the details regarding the Services, including any plans, instructions, including in relation to timing and completion dates, drawings, data, photographs or other information relating to the Services, as set out in the Appointment or as otherwise specified by the Client.

Sub-Contractors: means any sub-contractor, approved by the Client in accordance with the Clauses, performing the Services on behalf of the Consultant.

Surveyor Schedule: means a written schedule entered into between Idwal and the Consultant, setting out any specific terms applicable to the Consultant's engagement, which together with these Surveyor Terms forms the Agreement. Where no Surveyor Schedule exists, these Surveyor Terms alone shall constitute the Agreement.

Vessel: means any floating unit or storage unit and any other man-made structure designed for use at sea and whether or not fixed to the seabed.

GENERAL TERMS

1. Services

• 1.1 If there is any conflict or ambiguity between the Surveyor Schedule and these Surveyor Terms, the Surveyor Schedule shall take precedence to the extent of the conflict.

• 1.2 A reference to writing or written includes electronic e-mail, telex, and cable; fax transmission and comparable means of communication.

• 1.3 The Consultant shall at all times comply with the Client's Acceptable Use Policy, available at https://www.idwalmarine.com/terms-and-conditions/acceptable-use when accessing or using any Client system or platform, including the inspection portal.

• 1.4 The Acceptable Use Policy is incorporated into this Agreement by reference. 

2. Services

• 2.1 The Consultant shall:

  • 2.1.1 prepare the Report in accordance with, and in the format of, the Client’s report template provided to the Consultant from time to time;

  • 2.1.2 notify the Client Representative promptly in the event that the Consultant (i) identifies any discrepancies, errors or omissions existing in the Specification or Appointment or (ii) becomes aware of any difficulty or delay in providing the Services, giving reasonable written details regarding any such matter;

  • 2.1.3 familiarise itself fully with the Client's inspection guidelines, any documentation or materials provided in advance of the Services, and any vessel or customer-specific requirements notified to the Consultant by the Client;

  • 2.1.4 submit its Report to the Client within 48 hours of the completion of the inspection unless otherwise agreed in writing by the Client;

  • 2.1.5 submit the Report by the deadline specified in Clause 2.1.4 and, where a Report is submitted late, the Client reserves the right to deduct fees in accordance with Clause 4.9 and to recover from the Consultant any costs or charges incurred by the Client from its customers as a direct result of the late submission.

  • 2.1.6 where it is a company, notify the Client immediately upon a change of control; and 

  • 2.1.7 co-operate fully with the Client in any dispute between the Client and the Owner regarding the Services.

• 2.2 The Consultant shall provide the Client with such reports of its work on the Services at such intervals and in such form as the Client may from time to time require.

• 2.3 The Consultant shall commence and complete the Services on the relevant dates stated in the Appointment or continue to perform the Services for the period stated in the Appointment, as applicable. Time is of the essence of the Agreement. The Client may by written notice require the Consultant to execute the Services in such order of priority as the Client may decide. In the absence of such notice the Consultant shall submit such detailed programmes of work and progress reports as the Client may require from time to time.

• 2.5 The Client reserves the right by notice to the Consultant to modify its requirements in relation to the Services and any alteration to the Agreement, Fee(s) or the completion date arising by reason of such modification shall be as agreed between the parties in writing. If the Services do not conform with the Specification, the relevant provisions of these Clauses and/or the Appointment in any respect, the Client may, in its sole discretion, (i) inform the Consultant of the non-conformity and provide the Consultant with an opportunity to take such steps as are necessary to rectify the relevant non-conformity (if rectifiable) at its own expense, or (ii) terminate the Agreement pursuant to Clause 15 and, where appropriate, obtain the Services elsewhere and charge the Consultant any additional cost incurred. For the avoidance of doubt, the Client's right to reduce or withhold the Fee in accordance with Clause 4.9 shall apply in addition to the remedies set out in this Clause 2.5.

• 2.6 These Clauses are, in the absence of any other formal written agreement made between the Client and the Consultant, the only terms and conditions upon which the Client is prepared to deal with the Consultant and these Clauses, along with the Appointment, shall govern the Agreement to the entire exclusion of all other terms and conditions the Consultant seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

• 2.7 The Consultant shall have no direct communication with the relevant Owner and shall inform the Client immediately of any communication addressed to the Consultant by the Owner and shall provide copies of any written communication to the Client.

3. Consultant’s Personnel

• 3.1 The Consultant shall make available for the purposes of the Services any individuals named on the Appointment as key personnel. The Consultant shall provide the Client with a list of the names and addresses of all others regarded by the Consultant as key personnel (including details of any relevant qualifications as specified by the Client from time to time) and, if and when instructed by the Client, all other persons who may at any time be concerned with the Services or any part of them, specifying in each case the capacities in which they are so concerned and giving such other particulars and evidence of identity and other supporting evidence as the Client may reasonably require. The Client may at any time by notice to the Consultant designate any person concerned with the Services or any part of it as a key person. The Consultant shall not, without the prior written approval of the Client, make any changes in the key personnel referred to in this paragraph.

• 3.2 All Services shall be performed by the Consultant or its employees unless otherwise agreed in writing by the Client that Sub-Contractors can carry out the Services or parts thereof.

4. Fees and Expenses

• 4.1 The Client shall pay to the Consultant the Fee(s) at the rate specified in the Appointment in full, free of withholdings or any other deductions whatsoever, each party being responsible for their own bank charges in connection with any payment, subject to Clause 4.9.

• 4.2 The Client’s Representative shall have sole authority for the issuance of any additional Services not covered by the Appointment and any additional fees shall be quoted by the Consultant and submitted for prior written approval of the Client’s Representative. Any unauthorised fee(s) for additional work carried out by the Consultant or Sub-Contractor will not be accepted.

• 4.3 The Consultant shall be responsible for all expenses incurred by it in the performance of the Services including, without limitation, the cost of transportation of the employees, Sub-Contractors or agents of the Consultant to the location at which the Services are to be provided, unless otherwise agreed in writing by the Client, in which event, any expenses reasonably and properly incurred by it in the performance of the Services shall be verified by the production of receipts or such evidence thereof as the Client may reasonably require.

• 4.4 Unless otherwise stated in the Appointment, payment will be made within forty-five (45) days following the end of the month of receipt and agreement of invoices for Services completed to the satisfaction of the Client. 

• 4.5 Value Added Tax, where applicable, shall be shown separately on all invoices as a strictly net extra charge.

• 4.6 The Client shall be entitled to deduct from the Fee(s) (and any other sums) due to the Consultant any sums that the Consultant may owe to the Client at any time.

• 4.7 The Consultant must provide only one invoice per inspection, which must include:

  • 4.7.1 Name

  • 4.7.2 Full address

  • 4.7.3 Bank details, including Sort code and Account number

  • 4.7.4 Idwal Appointment reference number

  • 4.7.5 Currency

• 4.8 The Consultant shall submit all invoices within 90 days of the date on which the relevant Services were completed. Idwal reserves the right to reject any invoice submitted after this period, and the Consultant shall have no entitlement to payment in respect of any invoice submitted outside this timeframe. Idwal may, at its sole discretion, agree to accept a late invoice in exceptional circumstances, but no such acceptance shall create any obligation to accept late invoices in future.

• 4.9 Where the Services or any part thereof do not conform with the Specification, the Appointment, or the standards required under Clause 8.1, the Client shall be entitled to reduce the Fee payable in respect of the relevant Appointment by an amount that is fair and proportionate to the nature and extent of the non-conformity. The Client shall notify the Consultant of any such reduction and the reasons for it. Such reduction shall be without prejudice to any other rights or remedies available to the Client, including under Clause 2.5.

• 4.10 The Consultant must inform the Client, in writing of any changes to the details specified in Clause 4.7.

5. Administration and Certification Fees

• 5.1 The Consultant acknowledges that Idwal may charge fees in connection with the application, assessment, onboarding, and ongoing certification of Consultants on its network. Such fees, and the basis on which they are charged, will be notified to the Consultant in writing prior to payment being required.

• 5.2 All such fees are non-refundable once paid, regardless of the outcome of any application or assessment process, or any subsequent change in the Consultant's status on the network.

• 5.3 Access to any stage of the application, assessment, or onboarding process that requires payment, and continued certification on the network where an annual or periodic fee applies, is conditional on payment of the applicable fee in cleared funds. Idwal reserves the right to suspend or remove a Consultant from its network where any applicable fee remains unpaid.

• 5.4 Where a Consultant's certification lapses or is withdrawn for any reason, including where an individual ceases to be registered on the Idwal Surveyor Network, that individual must complete the Client's full application, assessment, and onboarding process before performing any further Services. Previous certification does not exempt any individual from this requirement. Where a restriction period applies under a Surveyor Schedule or otherwise, the individual may not reapply until that period has elapsed.

6. Audit

• 6.1 The Consultant shall keep and maintain until seven (7) years after the Agreement has been completed, adequate records to establish to the Client’s satisfaction all expenditures (if any) which are reimbursable by the Client and of the hours worked and costs incurred by the Consultant or in connection with any employees of the Consultant which are to be paid for by the Client on a time charge basis. The Consultant shall on request afford the Client or its representatives such access to those records as may be required by the Client in connection with the Agreement or its business or financial or tax affairs.

7. Prevention of Corruption

• 7.1 The Consultant shall not offer or give, or agree to give, to any member, employee or representative of the Client or the Owner or any other third party any gift or consideration of any kind as an inducement or reward for doing or refraining from doing, or for having done or refrained from doing, any act in relation to the obtaining or execution of this Agreement or any other contract with the Client or for showing or refraining from showing favour or disfavour to any person in relation to this or any such contract.

• 7.2 The Consultant shall:

  • 7.2.1 comply with all Relevant Requirements including but not limited to, the Bribery Act 2010;

  • 7.2.2 not engage in any activity, practice or conduct which would constitute an offence under sections 1, 2 or 6 of the Bribery Act 2010 if such activity, practice or conduct had been carried out in the UK;

  • 7.2.3 comply with the Client’s Anti-bribery and Anti-corruption Policies;

  • 7.2.4 not do, or omit to do, any act that will cause or lead the Client to be in breach of any of the Relevant Requirements or Relevant Policies; and

  • 7.2.5 notify the Client (in writing) if it becomes aware of any breach of this Clause or has reason to believe that it has received a request or demand for any undue financial or other advantage in connection with the performance of the Services.

• 7.3 The Consultant shall indemnify the Client against any losses, liabilities, damages, costs (including but not limited to legal fees) and expenses incurred by, or awarded against, the Client as a result of any breach of this Clause by the Consultant.

• 7.4 Additional audit and record keeping:

  • 7.4.1 The record keeping, audit and other related terms and obligations set out in Clause 6 shall equally apply to the Consultant’s compliance with this Clause.

  • 7.4.2 Without prejudice to Clause 6, if the Client reasonably suspects the Consultant of breach of this Clause, the Client and its third party representatives shall have the right to immediately access and take copies of any records and any other information held at the Consultant’s premises and to meet with the Consultant’s to audit the Consultant’s compliance with its obligations under this Clause. The Consultant shall give all necessary assistance to the conduct of such audit during the term of this agreement and for a period of seven years after the Agreement has been completed.

  • 7.4.3 The Consultant shall ensure that such records and books of accounts are sufficient to enable the Client to verify the Consultant’s compliance with its obligations under this Clause.

  • 7.4.4 The Consultant shall permit the Client and its third party representatives, on reasonable notice during normal business hours, but without notice in case of any reasonably suspected breach of this Clause to access and take copies of the Consultant’s records and any other information held at the Consultant’s premises and to meet with the Consultant’s staff to audit the Consultant’s compliance with its obligations under this Clause. Such audit rights shall continue for three years after completion of the Agreement. The Consultant shall give all necessary assistance to the conduct of such audits undertaken pursuant to this Clause.

• 7.5 Any breach of this Clause shall be deemed a material breach under Clause 15.

• 7.6 If the Client terminates the Agreement for breach of this Clause, the Consultant shall not be entitled to claim compensation or any further remuneration, regardless of any activities or agreements with additional third parties entered into before termination.

8. Intellectual Property Rights

• 8.1 All reports, documents and other materials, including the Report, and all Intellectual Property Rights therein, whether arising from the performance of the Services or furnished or made available to the Consultant by the Client, shall belong to the Client absolutely, and the Consultant retains no Intellectual Property Rights therein.

• 8.2 The Client owns, and shall own, all Inspection Data and any data, analysis, or other outputs derived from it, legally and beneficially, in perpetuity, and shall be entitled to use the Inspection Data and any such derived outputs, including for the purpose of developing products and services, and shall be entitled to sell, reproduce and re-distribute the same, in its discretion.

• 8.3 Except to the extent that the Services incorporate intellectual property provided by the Client, the Consultant warrants that the Services will not infringe any intellectual property rights of any third party and the Consultant shall indemnify the Client against all actions, suits, claims, demands, losses, charges, damages, costs and expenses which the Client may suffer or incur as a result of or in connection with any breach of this Clause.

• 8.4 The provisions of this Clause 8 shall apply during the continuance of the Agreement and indefinitely after its termination howsoever arising.

9. Warranties, Indemnities and Insurance

• 9.1 The Consultant warrants, represents and undertakes that:

  • 9.1.1 it has the authority to enter into the Agreement;

  • 9.1.2 that the Services shall comply with the Specification;

  • 9.1.3 it shall complete the Services with due skill, care and diligence, in accordance with all applicable regulations, statutes, other legal requirements and industry standards (including, without limitation, all environmental laws and regulations) and to such high standard of care as it is reasonable for the Client to expect, all in accordance with the Agreement;

  • 9.1.4 the Services shall be provided within the time and dates specified in the Appointment;

  • 9.1.5 at all times when providing the Services and in attendance at a Vessel, it shall, and shall ensure that its employees or approved Sub-Contractors shall, be free from alcohol, drugs or any other substance likely to inhibit its/their ability to perform the Services in accordance with these Clauses or otherwise be liable to bring the Client into disrepute; and

  • 9.1.6 it is medically fit and capable of performing the Services.

  • 9.1.7 All Inspection Data and other outputs submitted by the Consultant shall represent the Consultant's own professional assessment based on direct observation and shall not have been generated, completed, or materially assisted by any automated tool, artificial intelligence system, or machine learning platform. The Consultant warrants that any use of software or technology in connection with the Services is limited to tools expressly approved by the Client in writing.

  • 9.1.8 Where the Consultant is a company, the warranties in this Clause 9.1 shall apply to each individual deployed by the Consultant to perform the Services.

• 9.2 The Consultant shall keep the Client indemnified in full against all costs, expenses, damages and losses (whether direct or indirect), including any interest, fines, penalties, charges, legal and other professional fees and expenses awarded against or incurred or paid by the Client as a result of or in connection with (i) a breach of the warranties, representations and undertakings set out in Clause 9.1 above and/or (ii) any claim made against the Client by a third party arising out of, or in connection with, the performance of the Services, to the extent that such claim arises out of the breach, negligent performance or failure or delay in performance of the Agreement by the Consultant, its employees, agents or Sub-Contractors. For the avoidance of doubt, any waiver granted under Clause 9.4 shall not affect or reduce the Consultant's obligations under this Clause 9.2.

• 9.3 The Consultant (if an individual) will be engaged in a self-employed capacity and as such it is understood that, he will be entirely responsible for any income taxes, social security and/or any other contributions to his country of residence. You shall indemnify us against any liability, assessment or claim for taxation howsoever arising from or made in connection with the performance of the Services, where such recovery is not prohibited by law, and any employment-related claim or any claim based on worker status, including reasonably costs and expenses brought by you or any substitute against us arising out of or in connection with the provisions of the Services, except where such claim is as a result of any act or omission by us.We may satisfy such indemnity (in whole or in part) by way of deduction from any payment due to you. Where the Consultant is a company, this Clause 9.3 applies to each individual performing the Services on behalf of the Consultant, and the Consultant shall ensure compliance accordingly.

• 9.4 The Consultant shall effect with an insurance company or companies acceptable to the Client a policy or policies of insurance covering all the matters which are the subject of the indemnities and undertakings on the part of the Consultant contained in the Agreement, including medical, public liability, professional indemnity and employer's liability insurance, in each case to the extent applicable to the nature of the Services performed. The Client may, at its sole discretion, waive the requirements of this Clause 9.4 in respect of a specific Consultant by prior written agreement, and any such waiver shall apply only to the Consultant named therein and shall not affect the requirement in respect of any other Consultant.

• 9.5 If requested, a certificate evidencing the existence of such policies shall be provided by the Consultant to the Client and be updated on an annual basis while the consultant remains on the Client’s register. If for any reason the Consultant terminates the policy the Client shall be notified immediately.

• 9.6 The Client shall not be liable to the Consultant for any consequential, special or indirect losses including, without limitation: (i) financial or economical loss; (ii) loss of profit; (iii) loss of business or business opportunity; (iv) corruption, loss of or loss of use of data; (v) loss of revenue; (vi) loss of anticipated savings; or (vii) loss of contracts, by the Consultant howsoever arising out of or in connection with the Agreement, save where otherwise provided by statute.

10. Health and Safety and Security

• 10.1 The Consultant shall:

  • 10.1.1 comply at all times and in absolute accordance with all health and safety, environmental, operational and security policies and procedures from time to time in force at the Vessel or as stipulated by the Owner or the Client, including, without limitation, all requirements for accessing and boarding the Vessel and accessing confined spaces within the Vessel itself;

  • 10.1.2 inform the Client immediately via telephone of any incidents, near misses or accidents that may occur on board during the inspection, and will follow all incident reporting guidelines and requirements of the Client;

  • 10.1.3 other than in respect of the Consultant’s own equipment, not operate any ship valve or open any appendage which might initiate a spill; all line-up and operation of equipment or systems on or part of Vessel shall be undertaken by the Vessel operating personnel only;

  • 10.1.4 have at all times prior to boarding a Vessel all personal safety equipment required by the Owner and/or necessary to carry out the Services, as set out in the Client's Guide for Surveyors (as updated from time to time). In the event that the Consultant does not possess any such requisite equipment, the Owner shall either provide the necessary equipment at the cost to the Consultant or may refuse the Consultant access to the Vessel, in which event the Client may terminate the Agreement in accordance with Clause 15;

  • 10.1.5 be responsible for the actions of any of its employees, agents or Sub-Contractors authorised to carry out the Services in accordance with these Clauses.;

  • 10.1.6 carry out the Services in a professional manner and any behaviour or actions of the Consultant which are deemed unsafe, reckless or irresponsible by the Owner will result in the Consultant being removed from the Vessel at the first opportunity and the Consultant shall be liable for all and any expenses incurred as a result;

  • 10.1.7 be responsible for making itself familiar with the access and/or boarding requirements at the relevant port at which the Vessel is located;

  • 10.1.8 be responsible, at its expense, for obtaining all relevant visas, consents, permits, registrations, approvals, licences and other requirements of any authority in order to carry out the Services;

  • 10.1.9 at all times maintain adequate insurances as would be reasonably expected of a person providing services similar to the Services, including in respect of personal accident and injury with sufficient coverage for medical and repatriation expenses;

  • 10.1.10  take all steps reasonably required by the Owner to prevent unauthorised persons being admitted to the Vessel. If the Client and/or Owner gives the Consultant notice that any person is not to be admitted to or is to be removed from the Vessel or is not to become involved in or is to be removed from involvement in the Services, the Consultant shall take all steps required to comply with such notice;

  • 10.1.11  comply at all times with all checklists, guidance notes, standards and instructions given either verbally or in writing to the Consultant by or on behalf of the Client;

  • 10.1.12 be responsible at all times for their own personal safety, including during all travel to and from the location of the Services; and

  • 10.1.13 where an Order requires Services to be performed in a location presenting elevated personal safety risk, including locations affected by armed conflict, piracy, civil unrest, or other security threats, satisfy themselves as to those risks and confirm they hold appropriate insurance coverage for that location prior to accepting the Order.

• 10.2 The decision of the Client and/or Owner as to whether any person is to be admitted to or is to be removed from the Vessel or is not to become involved in or is to be removed from involvement in the Services or as to the designation or approval of key personnel and as to whether the Consultant has furnished the information or taken the steps required of it by this Clause shall be final and conclusive.

• 10.3 The Consultant shall bear the cost of any notice, instruction or decision of the Owner under this Clause 10.

• 10.4 The Client’s Representative shall, as may be agreed with the Owner, be entitled to attend the Vessel during the course of the Services.

• 10.5 The Client shall not be liable for any loss or damage incurred or injury by the Consultant which is a result of the Consultant’s wilful misconduct and/or negligence.

• 10.6 Idwal accepts no liability whatsoever for any loss, injury, harm, fatality, detention, or financial loss suffered by the Consultant at any time in connection with an Order, including during travel, performance of the Services, or otherwise, and whether arising from acts of war, armed conflict, terrorism, piracy, hijacking, kidnapping, criminal acts by third parties, or any other cause.