Standard Terms and Conditions for Oil Consultants Limited
These terms and conditions apply to any assignment carried out for Oil Consultants Ltd whose registered office is at Parsons House Parsons Road Washington NE37 1EZ England (OCL). These terms and conditions are dated January 2012 and supersede and replace any and all previous versions of OCL’s terms and conditions. In so far as they are capable of application these terms apply to individual contractors and any company for which an individual contractor works (collectively Contractor) and references to Contractor throughout these terms and conditions apply accordingly.
Please read these terms and conditions carefully before agreeing to carry out an assignment for OCL. The Contractor should understand that by registering with OCL, the Contractor agrees to be bound by these terms and conditions. The Contractor should print a copy of these terms and conditions for future reference.
Please complete the confirmation form to accept these terms and conditions on the Contractor's own behalf and on behalf of any company for which the Contractor will be working on an assignment. Please return this completed form to your primary contact at Oil Consultants. Please understand that if a Contractor refuses to accept these terms and conditions, the Contractor will not be able to undertake an assignment for OCL.
1.1 OCL shall provide the Contractor with details of each assignment by sending the Contractor a notice in the form set out in Schedule 1 (Agreement for Services).
1.2 If the Contractor is unable to accept an assignment due to illness or injury the Contractor shall notify OCL as soon as reasonably practicable.
1.3 With OCL’s prior written approval subject to the following provisos, the Contractor may appoint a suitably qualified substitute to carry out the assignment on the Contractor’s behalf, provided that the Contractor gives OCL 14 days’ notice and that the substitute enters into such undertakings with OCL as it may require, including with regard to confidentiality. OCL will continue to pay the Contractor's fee as provided in the Agreement for Services and the Contractor shall be responsible for the remuneration of (and any expenses incurred by) the substitute. For the avoidance of doubt, the Contractor will not be paid for any period during which neither the Contractor nor any substitute is carrying out the assignment.
1.4 During an assignment the Contractor shall ensure that the Contractor is available at all times on reasonable notice to provide such assistance or information as OCL may require. The Contractor must comply with and ensure that persons engaged or employed by the Contractor comply with the Code of Conduct for Consultants.
1.5 The Contractor has no authority (and shall not hold out as having any authority) to bind OCL, unless OCL has specifically permitted this in writing.
1.6 By accepting an assignment the Contractor warrants on behalf of the Contractor and any person supplied to fulfil the position specified in the Agreement for Services to comply with the following conditions:
(a) all claims to licences, certificates and diplomas are correct and accurate.
(b) the Contractor and any other person supplied are qualified by education and experience to competently fulfil the duties required
(c) the Contractor and any other person supplied are medically fit, hold a valid medical examination certificate and are physically able to fulfil the duties required of the specific job role.
1.7 Failure to comply with the Bribery Act 2010 will be a fundamental breach of any contract with OCL and will entitle OCL to terminate the contract without notice.
2. FEES AND EXPENSES
2.1 OCL shall pay the Contractor a daily or hourly rate as specified in the Agreement for Services.
2.2 Payment will be made for an assignment against submitted invoices based on the days signed for on a timesheet by the client representative.
2.3 Invoices shall be submitted at the end of each calendar month or at the end of each work period, whichever is sooner. Payment will be made 30 days after the receipt, at OCL’s offices of a completed Service Report which contains all of the following original items together with the invoice:
(a) Signed timesheet;
(b) Signed Appraisal;
(c) Signed OCL Expenses Claim Form together with receipts (if applicable).
2.4 All financial bank transfer fees will be at the Contractor's expense.
3. OTHER ACTIVITIES
The Contractor may be engaged, employed or concerned in any other business, trade, profession or other activity which does not create a conflict of interest with OCL. However, the Contractor may not be involved in any capacity with a business which does or could compete with the business of OCL without the prior written consent of OCL.
4. CONFIDENTIAL INFORMATION AND COMPANY PROPERTY
4.1 Confidential information about the business or affairs of OCL or any of its business contacts, or about any other confidential matters which may come to the Contractor’s knowledge in the course of an assignment must not be disclosed to any other person. For the purposes of this clause 4, confidential information means any information or matter which is not in the public domain and which relates to the affairs of OCL or any of its business contacts. This duty of confidentiality shall continue after the assignment has completed.
4.2 The restriction in clause 4.1 does not apply to:
(a) any use or disclosure authorised by OCL or as required by law; or
(b) any information which is already in, or comes into, the public domain otherwise than through the Contractor’s unauthorised disclosure.
4.3 All documents, manuals, hardware and software provided for use during assignments by OCL, and any data or documents (including copies) produced, maintained or stored on OCL's computer systems or other electronic equipment (including mobile phones if provided by OCL), remain the property of OCL and must be returned to OCL as it directs.
5. DATA PROTECTION
5.1 The Contractor consents to OCL holding and processing data for legal, personnel, administrative and management purposes and in particular to the processing of any "sensitive personal data" as defined in the Data Protection Act 1998 relating to the Contractor and any individual supplied by the Contractor including, as appropriate:
(a) information about physical or mental health or conditions in order to monitor sick leave and take decisions as to the Contractor’s fitness for work;
(b) racial or ethnic origin or religious or similar beliefs in order to monitor compliance with equal opportunities legislation;
(c) information relating to any criminal proceedings in which the Contractor has been involved for insurance purposes and in order to comply with legal requirements and obligations to third parties;
5.2 The Contractor consents to OCL making such information available to those who provide products or services to OCL (such as advisers), regulatory authorities, governmental or quasi-governmental organisations and potential purchasers of OCL or any part of its business.
5.3 The Contractor consents to the transfer of such information to OCL's business contacts outside the European Economic Area in order to further its business interests.
6. INTELLECTUAL PROPERTY
6.1 The Contractor, any individual supplied by the Contractor and any company for which the Contractor works during an assignment hereby assign to OCL all existing and future intellectual property rights (including, without limitation, patents, copyright and related rights) and inventions arising from an assignment for OCL. The Contractor agrees promptly to execute all documents and do all acts as may, in the opinion of OCL, be necessary to give effect to this clause 6.
6.2 The Contractor hereby irrevocably waives all moral rights under the Copyright, Designs and Patents Act 1988 (and all similar rights in other jurisdictions) which the Contractor has, may have or will have in any existing or future works.
7. INSURANCE AND LIABILITY
It is expressly agreed that the Contractor will not hold OCL liable for any losses, costs, expenses, actions, demands, claims, compensation or liabilities which the Contractor during an assignment, or persons engaged or employed by the Contractor and any company for which the Contractor works during an assignment or any third parties shall suffer, incur, or have made against them as a result of their participation in or related in any way to the provision of services for an assignment and the Contractor agrees to personally and professionally indemnify OCL and hold it harmless from any such losses, costs, expenses, actions, demands, claims, compensation or liabilities which arise from the Contractor’s actions or persons engaged or employed by the Contractor. Without in any way restricting or reducing the application of this clause and the indemnities given in it by the Contractor and any company for which the Contractor works during an assignment it is further explicitly agreed that the losses, costs, expenses, actions, demands, claims, compensation or liabilities referred to shall include legal costs and any losses, costs, expenses, actions, demands, claims, compensation or liabilities which arise from or are related in any way to death, injury or disease whether suffered by the Contractor and any company for which the Contractor works during an assignment, persons engaged or employed by the Contractor and any company for which the Contractor works during an assignment or by third parties.
8.1 The Contractor or OCL may terminate an assignment by either party giving to the other not less than 30 calendar days' prior written notice.
8.2 OCL may at any time terminate any assignment the Contractor, and any company for which the Contractor works during an assignment, with immediate effect with no liability to make any further payment to the Contractor (other than in respect of any accrued fees or expenses at the date of termination) if:
(a) the Contractor and/or any individual supplied by the Contractor during an assignment is in material breach of any of the Contractor’s obligations under this agreement; or
(b) other than as a result of illness or accident, after notice in writing, the Contractor and/or any individual supplied by the Contractor wilfully neglects to provide or fails to remedy any default in the assignment. Any delay by OCL in exercising its rights to terminate shall not constitute a waiver of those rights.
9. OBLIGATIONS ON TERMINATION
Any Company property in the possession of the Contractor and any original or copy documents obtained by the Contractor in the course of an assignment shall be returned to OCL at any time on request and in any event before the termination of this agreement. The Contractor also undertakes to irretrievably delete any information relating to the business of OCL stored on any magnetic or optical disk or memory, and all matter derived from such sources which is in the Contractor’s possession or under the Contractor’s control outside the premises of OCL.
10.1 If engaged to carry out any assignment the Contractor will do so as an independent contractor and nothing in these terms and conditions or those in the Agreement for Services shall render the Contractor an employee, worker, agent or partner of OCL and the Contractor shall not hold out as such.
10.2 The Contractor shall be fully responsible for and indemnify OCL against any liability, assessment or claim for:
(a) taxation whatsoever arising from or made in connection with carrying out an assignment, where such recovery is not prohibited by law;
(b) any employment-related claim or any claim based on worker status (including reasonable costs and expenses) brought by the Contractor or any substitute against OCL arising out of or in connection with an assignment. OCL may deduct any sums that the Contractor owes to OCL from any payment due to the Contractor.
11. VARIATION AND THIRD PARTY RIGHTS
11.1 OCL reserves the right to revise and amend these terms and conditions from time to time.
11.2 Other than as explicitly agreed in these terms and conditions, the Contracts (Rights of Third Parties) Act 1999 shall not apply to any agreement which incorporates these terms and conditions and no person or party other than the Contractor and OCL shall have any rights under them. These terms or any of them may be varied, amended or modified by OCL at any time.
12. GOVERNING LAW AND JURISDICTION
12.1 Any agreement entered into pursuant to these terms and conditions and any dispute or claim arising out of or in connection with it shall be governed by and construed in accordance with English law.
12.2 The courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of any agreement which incorporates these terms and conditions.
13. ADDITIONAL TERMS
13.1 The Contractor or any other person engaged or employed by the Contractor who is named in this assignment may not work directly for the Client of the Company named in this assignment within 180 days of the last day worked under a Company Agreement without the prior written consent of the Company.
13.2 Should the Contractor work directly for the Client named in this assignment, an introduction commission of 15% of the total fees charged to the Client by the Contractor shall be immediately payable to the Company. This clause shall survive termination of any agreement between the Company and the Contractor.
13.3 Any request or proposal from the Client to the Contractor by way of an offer of employment or contract for services that is made within 180 days of the last day worked under this assignment for shall be reported to the Contractor immediately. This clause shall survive termination of any Agreement between the Company and the Contractor.
13.4 If the Contractor withdraws from this assignment without the Company’s consent the Contractor agrees that the Contractor will pay the Company for any expenses the Company has incurred (Expenses). The Expenses shall become immediately repayable to the Company and shall be recoverable by the Company as a debt.
13.5 Should the Contractor for any reason fail to return a signed copy of this Agreement for Services, then any continued performance by the Contractor or any other person engaged or employed by the Contractor, shall be deemed to be the Contractor’s acceptance in full of the terms set out above.
13.6 Whereas the Contractor shall be introduced to a client of OCL named in the Agreement for Services, the Contractor, their personnel and any sub-contractors shall conduct themselves as professional sub-contractors of OCL at all times for the duration of the Agreement. The Contractor warrants they shall not promote themselves to the client of OCL as an independent entity and shall not negotiate or enter into a separate agreement with the client of OCL. The Contractor specifically warrants they shall not compete directly or indirectly with OCL to obtain contracts from the client named in the Agreement. This clause shall survive termination of any agreement between OCL and the Contractor.
SCHEDULE 2: CONSULTANTS CODE OF CONDUCT
All Consultants engaged on an assignment through Oil Consultants Limited (OC) are required to comply with the terms set out in this Schedule 2: Consultants Code of Conduct.
1. Alcohol / Drug use
Alcohol or drug abuse of any kind will result in immediate termination of the assignment. Consultants must be drug and alcohol free from the commencement of any assignment through to its completion. You are representing OC from the moment you leave home at the start of the contract, until the moment you arrive back. Any alcohol/ drug consumption during a job, and also during mobilization to and from a job/rig site, is not acceptable and is in breach of contract. Our clients have a zero alcohol policy, so as little as a small beer is a breach of their terms and conditions, and is likely to result in you being sent home without being paid and even barred from ever working in any location by that Client. Alcohol consumption is illegal in many countries and consequently you should not carry alcohol internationally. Consultants will not be paid for any days on which alcohol has been consumed.
*** Please also note that you will almost routinely be required to undertake an alcohol and drug screening test by the Client when starting a job. ***
2. Personal Protective Equipment (PPE) and Preparing to Travel
Consultants are required to provide and wear, at all times when working, their own appropriate PPE for the job, including items listed below:
• Hard hat
• Hard toe boots
• Coveralls (summer and winter weight as appropriate to the job)
• Thermal clothing (where appropriate)
• Eye and ear protection
• Raincoat/Slicker suit (where appropriate)
Before travelling please make sure you take at least 1 pair of Safety Boots, Coveralls (with no Logo), Hard Hat, and Safety Glasses as a minimum requirement. There is sufficient baggage allowance on check in to allow for the minimum PPE. It’s a consultant’s responsibility to take the correct PPE with them and it forms part of the consultancy agreement you sign before you travel. Again, if you turn up on location without PPE, you could be sent home, and will not be paid.
3. Emergency Funds
You will need to carry at least GBP £500, or the equivalent in local currency, to be prepared for any unforeseen circumstances. You must never ask the Client for any cash on location.
4. Health and Safety - The Consultant’s Personal Safety is top priority.
Consultants are required by OC to conduct themselves in a safe manner at all times. The Consultant must report any unsafe actions or situations to the Client supervisor or a member of the Client’s Health and Safety team immediately.
Prior to starting work, it is your responsibility to make sure that you know and understand all the rig or site safety rules and one of the way of doing this is to always participate in an onsite safety meeting and ensure you are familiar with any local “permit to work” systems that are in place and any other safety regulations.
International safety standards vary widely. Some experienced Consultants have come across unsafe practices in the past and attempts may have been made to coerce them into carrying out unsafe practices due to lack of equipment, time constraints etc. You should not agree to undertake any activity that you consider unsafe.
If the Consultant is asked to carry out an operation they consider to be unsafe, the Consultant must explain their concerns to the personnel involved. If the Client’s personnel wish to continue with the unsafe practice the Consultant must request a safety meeting with all personnel involved, including the safety representative on the rig. This is because it may be that the Consultant is not fully aware of all the safety measures that are in place. In this situation the minutes of any meetings must be recorded, and a copy must be retained by the Consultant for future reference. If a decision is made during the safety meeting to continue with an unsafe practice, the Consultant has the choice of continuing with the operation, or withdrawing their services. In either case, this must be reported to OC as soon as possible.
If the Consultant considers the operation is a risk to their own personal safety, the Consultant must withdraw their services. If the perceived risk is damage to equipment or might cause downtime, rather than a risk of injury to personnel, the Consultant must follow the recommendations of the safety meeting leader. The Consultant must not at any time compromise their personal safety for any reason whatsoever.
As a Consultant, you are an outsider to the Client's employees. It is your responsibility to integrate into the Clients team of employees and other independent Consultants as smoothly as a possible, to be helpful, offer good impartial advice and work hard to provide the best service possible. Always remember that you are hired to support the Client's employees and you are also representing OC.
• Remember 50% of the job is about your technical ability and the other 50% is your attitude your work
• Never let your enthusiasm for doing a good job get in the way of doing what the Client wants you to do, even if sometimes you think it is a waste of time or wrong.
• If you arrive early on location, or are WOW (waiting on weather), you should find something useful to do for the Client.
• You are required to assist your Client supervisor and Clients employees at all times.
• If you disagree with a supervisor, make your concerns known, but the supervisor is quite entitled to ignore your advice, and you must accept that. Any ongoing or unresolved disagreements must be referred to OC.
• DO NOT complain to your supervisor regarding expenses/costs/day rate, these types of queries should be dealt with by your OC representative.
• Horseplay/practical jokes, harassment and bullying are unacceptable behaviour.
If you have any complaints or problems while you are on the job please contact someone at OC first. We will then speak to the Client and try to resolve any issues. If you cause difficulties whilst on location, you could be sent home and the Client could withhold payment.
6. Working Hours
A normal work period is 12 hours. It is agreed that in the event of unforeseen circumstances a maximum work period of 18 hours may be necessary, followed by at least 6 hours rest. It is not acceptable to repeatedly work shifts longer than 16 hours (This is illegal in Europe). Consultants must report any ongoing difficulties of extended working hours to OC immediately.
7. Vehicle Safety
Seat belts must be worn at all times while travelling by vehicle. The Consultant is prohibited from driving Client vehicles unless specific provisions are made for insurance cover in the Assignment Letter.
Consultants must ensure they are aware of any spill prevention and control requirements on the work site. Any waste products must be disposed of according to the Client’s Environmental/waste management system.
Consultants must ensure their work area is kept clean and tidy at all times and all loose items including, but not limited to, hand tools secured when not in use.
Unless otherwise specified in the Assignment Letter or subsequent addenda, OC shall reimburse the Contractor for all reasonable travelling and other expenses properly incurred by a Consultant in undertaking an assignment provided that:
• Any such expenses are duly vouched for by receipts where procurable when travelling;
• Expense claim is supported by an expense claim form signed by the client;
• Expense claims must not include alcoholic beverages; any claim or receipt that includes alcohol shall not be accepted by OC;
• Expense claims are submitted within 30 days from the end of the job.
11. Invoices and Timesheets
Consultants are paid by OC 30 days from receipt of their invoice. The invoice must be supported by an OC Timesheet which has been completed and signed by a Client representative, including the appraisal section. The Consultant can transmit the documents by fax or scanned email. Full payment will only be made with both these documents.
12. Qualifications and References
All qualifications and certificates are checked by OC. Bogus university diplomas and other fake qualifications will result in the Consultant being permanently removed from OC’s database. OC’s Clients will also be informed of the removal of any Contractor/Consultant from the database. Consultants will only be offered assignments by OC when they have supplied relevant industry referees who OC can rely upon to verify the validity of the Consultant’s CV.
13. Medical Fitness
Consultants are required to have a current recognised medical certificate, including a clean drugs test. A medical examination is required a minimum of every 24 months.
Pornography is illegal in many countries. Pornography includes such items as "page 3" FHM, Nuts, Playboy, GQ etc. in some countries the punishment for "smuggling pornography" can include prison terms and corporal punishment. Consultants must not carry or hold such materials while engaged on an assignment with OC.
Don’t discuss your day rate with other consultants or Client’s staff - it is a lose-lose discussion, either they will think you are overpaid and be annoyed, or they will consider themselves underpaid and be annoyed. OC endeavour to ensure Consultants are being paid a fair and reasonable day-rate, but you should be aware that rates vary widely depending on experience, qualifications, length of contract and point of origin of the Consultant. If the Consultant is ever unhappy about their rate they should discuss this with your personal contact at OC.
Competency assessment on an ongoing basis is increasingly important for many Clients. OC are increasingly being asked to supply additional documentary evidence to support Consultants CVs and qualifications. Consultants are urged to keep accurate records of all assignments undertaken, listing equipment operated and tasks assigned. OC have introduced a full competence scheme for Well testing, Slickline and Coiled Tubing which can be completed online via OC’s website, which is free to registered Consultants. You should take the time to register on OC’s Competency scheme and ensure that your experience is regularly maintained.
17. Cross Training / Further Education
OC recommend that Consultants follow a continuous programme of further education or cross training. The oil field is constantly changing, one year the oil companies want to do well testing, the next year its wireline bottomhole sampling, another year there is no exploration drilling. There are many specific technical courses the Consultant can study that can improve the chances of continuous work throughout the year. Some Consultants continue with further academic education, studying management courses, geology, or science subjects which improve their understanding of the job they are doing.
18. Survival Courses
Offshore survival courses are required regularly by Clients. In Europe and Canada these courses are mandatory to go offshore, and eventually this could become a worldwide requirement. Potential Consultants should consider getting themselves qualified if they wish to secure work in these areas.