Terms governing MCS engagements and website use.

Definitions.

In these Terms, the following definitions apply unless the context requires otherwise.

• "Services" means the safety consulting, risk management, compliance guidance and related professional services provided by MCS, including Safety in Design, Safety in Development, Safety in Operations and Safety in Decommissioning.
• "Deliverables" means all reports, assessments, analyses, recommendations, compliance documentation, safety plans and other work product produced by MCS in the course of an Engagement.
• "Engagement" means the contractual relationship between MCS and the Client for the provision of Services, as defined in a statement of work, proposal or other written agreement.
• "Confidential Information" means any non-public information disclosed by either party to the other in connection with an Engagement, including technical data, operational details, safety records, financial information and trade secrets.
• "Critical Infrastructure" means assets, systems and facilities essential to the functioning of society and the economy, including data centres and associated power, cooling, connectivity and building infrastructure, as well as other sectors where failure could result in significant harm to persons, property or the environment.
• "Applicable Laws" means all statutes, regulations, directives, codes and standards applicable to the Services, including occupational health and safety legislation, environmental law and industry-specific regulatory frameworks in force in the relevant jurisdiction(s).

Scope of services.

2.1 Advisory nature

MCS provides professional safety consulting services on an advisory basis. The Services include safety assessments, risk management, regulatory compliance guidance and related consulting across the full critical infrastructure lifecycle. All recommendations, reports and Deliverables are provided as professional opinions based on the information available to MCS at the time of the Engagement and the prevailing standards and regulations applicable to the Client's operations.

2.2 Not a substitute for regulatory compliance

MCS does not act as a certifying body, regulatory authority or statutory inspector. Our role is to advise, assess and recommend. Implementation of recommendations and ultimate compliance decisions rest solely with the Client.

2.3 Scope limitations

The scope of each Engagement is defined in the applicable statement of work, proposal or written agreement. MCS is not responsible for matters outside the defined scope. Any variation to scope requires written agreement from both parties and may be subject to additional fees.

Client obligations.

To enable MCS to deliver the Services effectively, the Client agrees to:

1. Provide timely, accurate and complete information, data and documentation reasonably required by MCS, including site access, operational records, safety data and incident histories.
2. Ensure that MCS personnel are granted safe access to all relevant facilities, systems and operational areas necessary for the performance of the Services.
3. Designate a qualified point of contact with authority to make decisions on behalf of the Client in relation to the Engagement.
4. Notify MCS promptly of any material changes to operations, regulatory requirements or site conditions that may affect delivery of the Services.
5. Comply with all Applicable Laws and maintain a safe working environment for MCS personnel during site visits, inspections and assessments.
6. Refrain from implementing any MCS recommendation in a manner that deviates materially from the guidance provided without first consulting MCS.

MCS shall not be liable for any deficiency in the Services or Deliverables to the extent caused by the Client's failure to fulfil these obligations.

Fees and payment.

4.1 Fee structure

Fees for Services are set out in the applicable statement of work, proposal or written agreement. Unless otherwise agreed in writing, all fees are quoted exclusive of applicable taxes (including VAT or equivalent) and will be invoiced in accordance with the payment schedule specified in the Engagement documentation.

4.2 Payment terms

Invoices are payable within thirty (30) days of the invoice date unless otherwise agreed in writing. MCS reserves the right to charge interest on overdue amounts at a rate of 1.5% per month (or the maximum rate permitted by law, whichever is lower), compounded monthly from the due date until payment is received in full.

4.3 Expenses

Reasonable travel, accommodation and out-of-pocket expenses incurred in the performance of the Services shall be reimbursed by the Client at cost, unless a fixed-fee arrangement has been agreed that expressly includes such expenses.

4.4 Suspension of services

MCS reserves the right to suspend the provision of Services if any invoice remains unpaid for more than fourteen (14) days beyond its due date. MCS shall provide written notice before exercising this right. Such suspension shall not relieve the Client of its obligation to pay outstanding fees.

Intellectual property.

5.1 MCS intellectual property

All methodologies, frameworks, tools, templates, proprietary models and analytical processes used by MCS in the delivery of Services ("MCS IP") are and shall remain the exclusive property of MCS. Nothing in these Terms or any Engagement grants the Client any ownership right, licence or interest in MCS IP, except as expressly stated in these Terms.

5.2 Deliverables

Subject to full payment of all applicable fees, MCS grants the Client a non-exclusive, non-transferable licence to use the Deliverables for the Client's internal business purposes in connection with the specific project or facility for which they were prepared. The Client may not distribute, sub-license or otherwise make Deliverables available to third parties without MCS's prior written consent, except where required by law or by a regulatory authority.

5.3 Regulatory submissions

Where Deliverables are intended for submission to a regulatory authority, the Client is granted the right to submit such Deliverables to the relevant authority solely for the purpose stated in the Engagement documentation. MCS shall not be liable for any use of Deliverables by a regulatory authority beyond the scope of such submission.

Confidentiality.

6.1 Mutual obligations

Each party agrees to hold the other party's Confidential Information in strict confidence and not to disclose it to any third party without the prior written consent of the disclosing party, except to employees, subcontractors or professional advisors who have a legitimate need to know and are bound by obligations of confidentiality no less restrictive than those set out in these Terms.

6.2 Exceptions

The obligations of confidentiality do not apply to information that:

1. Is or becomes publicly available through no fault of the receiving party.
2. Was already in the receiving party's possession prior to disclosure, as evidenced by written records.
3. Is independently developed by the receiving party without reference to the Confidential Information.
4. Is required to be disclosed by law, regulation or order of a court or regulatory authority, provided that the receiving party gives the disclosing party prompt written notice of such requirement where legally permitted.

6.3 Safety-critical disclosures

6.4 Duration

Confidentiality obligations shall survive the termination or expiry of any Engagement and shall remain in force for a period of five (5) years from the date of disclosure, or for as long as the information remains commercially sensitive, whichever is longer.

Limitation of liability.

7.1 Cap on liability

To the maximum extent permitted by Applicable Laws, MCS's total aggregate liability to the Client arising out of or in connection with any Engagement, whether in contract, tort (including negligence), breach of statutory duty or otherwise, shall not exceed the total fees paid or payable by the Client to MCS under the relevant Engagement in the twelve (12) month period immediately preceding the event giving rise to the claim.

7.2 Exclusion of consequential loss

To the maximum extent permitted by law, MCS shall not be liable for any indirect, incidental, special, consequential or punitive damages, including:

• Loss of profit, revenue or anticipated savings.
• Loss of business or contracts.
• Loss of goodwill or reputation.
• Business interruption, production downtime or loss of operational capacity.
• Costs of procuring substitute services.
• Regulatory fines, penalties or sanctions imposed on the Client.

This exclusion applies regardless of whether such losses were foreseeable or whether MCS was advised of the possibility of such losses.

7.3 Exceptions to limitations

Nothing in these Terms shall limit or exclude liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other liability that cannot be lawfully excluded or limited under Applicable Laws.

7.4 Time limitation on claims

No claim may be brought against MCS more than two (2) years after the date of delivery of the relevant Deliverable or completion of the relevant Services, whichever is later, unless a longer limitation period is required by Applicable Laws.

Indemnification.

8.1 Client indemnity

The Client shall indemnify, defend and hold harmless MCS, its directors, officers, employees, agents and subcontractors from and against any and all claims, losses, damages, liabilities, costs and expenses (including reasonable legal fees) arising out of or in connection with:

1. The Client's failure to comply with Applicable Laws or its own statutory obligations.
2. The Client's implementation of MCS recommendations in a manner that materially deviates from the guidance provided.
3. The Client's failure to provide accurate, complete or timely information as required under section 3.
4. Any third-party claim arising from the Client's operations, site conditions or pre-existing hazards not caused by MCS.
5. The Client's use of Deliverables beyond the scope permitted under section 5, including unauthorised distribution to third parties.
6. Any personal injury, property damage or environmental harm occurring at the Client's facility or site, except to the extent directly caused by MCS's proven negligence.

8.2 MCS indemnity

MCS shall indemnify, defend and hold harmless the Client from and against any claims, losses, damages and expenses (including reasonable legal fees) arising directly from MCS's gross negligence or wilful misconduct in the performance of the Services, subject to the liability cap set out in section 7.1.

8.3 Indemnification procedure

The indemnified party shall provide prompt written notice of any claim to the indemnifying party, allow the indemnifying party to control the defence and settlement of such claim (provided that no settlement may be entered into without the indemnified party's consent, such consent not to be unreasonably withheld) and cooperate fully in the defence at the indemnifying party's reasonable expense.

Professional standards and insurance.

9.1 Standard of care

MCS shall perform the Services with reasonable skill, care and diligence consistent with the standards expected of a competent safety consultant operating in the critical infrastructure sector. MCS does not guarantee that the Client's operations will be free from risk or incident following an Engagement, as safety outcomes depend on numerous factors beyond MCS's control, including the Client's implementation of recommendations.

9.2 Professional indemnity insurance

MCS maintains professional indemnity insurance (also known as errors and omissions insurance) appropriate to the nature and scale of its operations. Details of MCS's current insurance coverage may be provided to the Client on reasonable written request.

9.3 No guarantee of outcomes

Term and termination.

10.1 Term

These Terms apply from the date you first access our website or engage our Services and shall remain in effect for the duration of any Engagement, subject to the termination provisions below.

10.2 Termination for convenience

Either party may terminate an Engagement by providing thirty (30) days' written notice to the other party. On termination for convenience, the Client shall pay MCS for all Services performed and expenses incurred up to the effective date of termination, including any work in progress.

10.3 Termination for cause

Either party may terminate an Engagement immediately by written notice if:

1. The other party commits a material breach of these Terms and fails to remedy such breach within fourteen (14) days of receiving written notice specifying the breach.
2. The other party becomes insolvent, enters administration, receivership or liquidation, or makes an arrangement with its creditors.
3. Continued performance would require either party to act in breach of Applicable Laws.

10.4 Safety-related termination

MCS reserves the right to suspend or terminate an Engagement immediately if, in MCS's reasonable professional judgement, continuing the Engagement would expose MCS personnel or any other person to unacceptable health or safety risks. MCS shall notify the Client in writing of the reasons for such suspension or termination.

10.5 Survival

The following sections shall survive termination or expiry of any Engagement: Definitions (section 1), Intellectual Property (section 5), Confidentiality (section 6), Limitation of Liability (section 7), Indemnification (section 8), Governing Law and Dispute Resolution (section 14), and any other provisions which by their nature are intended to survive.

Force majeure.

Neither party shall be liable for any failure or delay in performing its obligations under an Engagement to the extent that such failure or delay is caused by circumstances beyond its reasonable control, including natural disasters, pandemics, acts of war or terrorism, government sanctions, embargoes, labour disputes, grid failures, critical infrastructure emergencies, cyberattacks or disruptions to essential utilities.

The affected party shall notify the other party in writing as soon as reasonably practicable after becoming aware of the force majeure event and shall use reasonable endeavours to mitigate its effects. If a force majeure event continues for more than sixty (60) consecutive days, either party may terminate the affected Engagement by written notice without further liability, except for fees due for Services already performed.

Website use.

12.1 Permitted use

You may access and use the MCS website for lawful purposes only. You agree not to use the website in any manner that could damage, disable or impair the site, or interfere with any other party's use of the site.

12.2 Content accuracy

MCS endeavours to ensure that the information on our website is accurate and current, but the website content is provided for general informational purposes only. It does not constitute professional safety advice and should not be relied upon as a substitute for a formal engagement with MCS or consultation with a qualified safety professional.

12.3 Third-party links

Our website may contain links to third-party sites, including those of regulatory bodies, industry organisations and professional networks. MCS is not responsible for the content, accuracy or practices of external websites.

Data protection.

MCS processes personal data in accordance with applicable data protection legislation, including UK GDPR, EU GDPR and the California Consumer Privacy Act (CCPA). For full details on how we collect, use, store and protect personal data, please refer to our Privacy Policy.

Where an Engagement involves MCS processing personal data on behalf of the Client (as a data processor), the parties shall enter into a data processing agreement in accordance with Article 28 of the UK GDPR or EU GDPR, or equivalent provisions under Applicable Laws.

Governing law and dispute resolution.

14.1 Governing law

These Terms, and any non-contractual obligations arising out of or in connection with them, shall be governed by and construed in accordance with the laws of Sweden, without regard to its conflict of laws provisions.

14.2 Negotiation

In the event of any dispute arising out of or in connection with these Terms or any Engagement, the parties shall first attempt to resolve the matter through good faith negotiation. Each party shall appoint a senior representative with authority to settle the dispute, and negotiations shall commence within fourteen (14) days of written notice of the dispute.

14.3 Mediation

If the dispute is not resolved through negotiation within thirty (30) days of the initial notice, either party may refer the matter to mediation administered by the Stockholm Chamber of Commerce (SCC) in accordance with its mediation rules. The mediation shall take place in Stockholm, Sweden, and shall be conducted in English.

14.4 Arbitration

If the dispute is not resolved through mediation within sixty (60) days of referral, either party may submit the dispute to binding arbitration administered by the Arbitration Institute of the Stockholm Chamber of Commerce (SCC) under its Arbitration Rules. The arbitral tribunal shall consist of a sole arbitrator unless the aggregate amount in dispute exceeds EUR 1,000,000, in which case the tribunal shall consist of three arbitrators. The seat of arbitration shall be Stockholm, Sweden, and the language of the proceedings shall be English.

14.5 Injunctive relief

Nothing in this section shall prevent either party from seeking urgent injunctive or other interim relief from a court of competent jurisdiction where necessary to protect its rights, including in relation to confidentiality obligations or intellectual property.

General provisions.

15.1 Entire agreement

These Terms, together with the applicable statement of work, proposal or written agreement, constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior negotiations, representations and agreements, whether written or oral.

15.2 Amendments

MCS reserves the right to amend these Terms at any time. Material changes will be communicated through a prominent notice on our website. Continued use of the website or Services after such notice constitutes acceptance of the amended Terms. For ongoing Engagements, amendments to these Terms shall not apply retroactively unless agreed in writing by both parties.

15.3 Severability

If any provision of these Terms is held to be invalid, illegal or unenforceable by a court or tribunal of competent jurisdiction, the remaining provisions shall continue in full force and effect. The invalid provision shall be replaced by a valid provision that achieves, to the greatest extent possible, the economic, legal and commercial objectives of the original provision.

15.4 Waiver

No failure or delay by either party in exercising any right or remedy under these Terms shall constitute a waiver of that right or remedy. A waiver of any breach shall not constitute a waiver of any subsequent breach.

15.5 Assignment

The Client may not assign or transfer any rights or obligations under these Terms or any Engagement without MCS's prior written consent. MCS may assign its rights and obligations to an affiliate or successor entity, provided that such assignment does not materially diminish the Services to be provided.

15.6 Notices

All formal notices under these Terms shall be in writing and delivered by email (with read receipt or equivalent confirmation), registered post or courier to the addresses specified in the applicable Engagement documentation or as subsequently notified in writing.

15.7 No partnership or agency

Nothing in these Terms shall be construed as creating a partnership, joint venture or agency relationship between the parties. MCS operates as an independent contractor and shall not be deemed an employee, agent or representative of the Client for any purpose.

Contact us.

If you have any questions about these Terms of Service, please contact us.