1.1 The Certification Group Ltd Registered in the United Kingdom Registration Number 10104589 Reg Office: Archer House, Northbourne Road, Eastbourne, East Sussex BN22 8PW.
1.2 Unless otherwise agreed in writing all offers or services provided by The Certification Group Ltd shall be governed by these General Terms and Conditions ("the Terms").
1.3 These Terms and, as applicable, the Proposal and the Application constitute the entire agreement (the "Contract") between the Client and The Certification Group Ltd with respect to the subject matter hereof. Save as otherwise provided, no variation to the Contract shall be valid unless it is in writing and signed by the Client if an individual or by a director duly authorised on behalf of the Client and The Certification Group Ltd.
"Client" means the client identified in the Quotation.
"Engagement" means the action of signing The Certification Group Ltd contract as confirmation of the Client’s desire to engage the services of The Certification Group Ltd and confirmation that the Client agrees to The Certification Group Ltd General Terms and Conditions.
"Proposal" refers to the Quotation and means the outline of services to be rendered by The Certification Group Ltd to the Client.
"Report" means a report issued by The Certification Group Ltd to the Client, when stipulated within the scope of the quotation.
"Visit" means the relevant meeting or on-site audit (including annual surveillances) undertaken by The Certification Group Ltd on the Client’s premises.
3.1 These General Conditions cover the following services ("the Services"):
(a) System assessment and audit: Remote technical Standard Information Security OR bespoke audit to a clients defined requirement;
(b) Gap-Analysis and subsequent report;
3.2 The Client acknowledges that The Certification Group Ltd, either by entering into the Contract or by providing the Services, neither takes the place of the Client or any third party, nor releases them from any of their obligations, nor otherwise assumes, abridges, abrogates or undertakes to discharge any duty of the Client to any third party or that of any third party to the Client.
3.3 The Certification Group Ltd may delegate the performance of all or part of the Services to an agent or a subcontractor and the Client authorises The Certification Group Ltd to disclose all information necessary for such performance to the agent or subcontractor.
3.4 Audit assessment may include one or more audits, depending upon the scope. The Certification Group Ltd shall also consider: the size, nature and complexity of the organisation to be audited. A justification based upon the information supplied to The Certification Group Ltd by the client should be made by The Certification Group Ltd in order to prepare time allocation and resources. The Client shall be informed of the time and site allocation.
4.1 The Client shall ensure that all access, assistance, information, records, documentation and facilities are made available to The Certification Group Ltd when required, including the assistance of properly qualified, briefed and authorised personnel of the Client. The Client shall in addition provide The Certification Group Ltd free of charge suitable space for conducting meetings. The Client shall make provisions, where applicable, to accommodate the presence of observers (e.g. for the purpose of auditor assessments or trainee auditors).
4.2 So far as it is permitted by law, the Client acknowledges that, it has not been induced to enter into the Contract in reliance upon, nor has it been given, any warranty, representation, statement, assurance, covenant, agreement, undertaking, indemnity or commitment of any nature whatsoever other than as are expressly set out in these General Terms and Conditions and to the extent that it has been it unconditionally and irrevocably waives any claims, rights or remedies which it might otherwise have had in relation thereto. Any conditions or stipulations issued by the Client which are inconsistent with or which purport to modify or add to these General Terms and Conditions shall have no effect unless expressly accepted in writing by The Certification Group Ltd.
4.3 The Client shall take all necessary steps to eliminate or remedy any obstacles to or interruptions in the performance of the Services.
4.4 The Client accepts that the agreed date, time and place of the Visit shall be binding. Should the Client need to rearrange the Visit for any reason notice of Thirty (30) working days must be given to The Certification Group Ltd Limited in writing. If the Client fails to provide the required notice to The Certification Group Ltd Limited, then the Client accepts that The Certification Group Ltd Limited in its sole discretion may charge the Client a cancellation fee. Visits cancelled less than 30 working days prior to the agreed date will be charged half the quoted rate + VAT. Visits cancelled less than 14 working days prior to the agreed date will be charged at the full quoted rate + VAT. The Certification Group Ltd Limited reserves the right to waive these charges in exceptional circumstances. Any amounts relating to pre-booked travel and accommodation in relation to the cancelled appointment will be billed in all cases at cost
4.5 In order to allow The Certification Group Ltd to comply with the applicable health and safety legislation the Client shall provide The Certification Group Ltd with all available information regarding known or potential hazards likely to be encountered by The Certification Group Ltd personnel during their visits. The Certification Group Ltd shall take all reasonable steps to ensure that whilst on the Client’s premises, its personnel comply with all health and safety regulations of the Client, provided that the Client makes The Certification Group Ltd aware of the same.
4.6 To analyse the cause of any nonconformities identified during audit assessment and describe the specific correction and corrective actions taken or planned to be taken within 1 month. Detected non-conformities should be eliminated within 3 months.
5.1 The fees quoted to the Client cover all stages leading to completion of the scope of proposal. Fees are based on the charge rate applicable at the time of submitting a Proposal. The Certification Group Ltd may increase its fees if the Client’s instructions change or are found to be not in accordance with the initial details supplied to The Certification Group Ltd prior to it providing the relevant fee quotation (e.g. more employees or increased number of sites). Clients will be notified of any increase in fees prior to invoicing for these fees.
5.2 Additional fees shall be charged for operations that are not included in the Quotation and for work required due to non-conformances being identified. These will include, without limitation, costs resulting from:
(a) Repeats of any part, or all, of the Assessment.
(b) Compliance with any subpoena for documents or testimony relating to work performed by The Certification Group Ltd.
5.3 All fees and additional charges are exclusive of any applicable Value Added Tax, Sales Tax or similar tax in the country concerned.
5.4 audit - On Engagement (signed proposal), The Certification Group Ltd shall issue an invoice equal to the total fee quoted. The Client agrees that all invoices are to be paid within fourteen (14) days of the date of each invoice (the "Due Date"), failing which interest will become due at a rate of 1.5% per month (or such other rate as may be established in the invoice) from the Due Date up to and including the date payment is actually received. If applicable, a relevant report will only be issued to the client once full payment has been made.
5.5 The Client shall not be entitled to retain or defer payment of any sums due to The Certification Group Ltd on account of any dispute, counter claim or set off which may allege against The Certification Group Ltd.
5.6 The Client shall pay all The Certification Group Ltd collection costs including reasonable legal fees and related costs.
5.7 The contract is binding. Payment from the client in accordance to the agreed contract is Fees are not refundable under any circumstances.
Any document including but not limited to any Report provided by The Certification Group Ltd and the copyright contained therein (except documents produced for the Client’s everyday use) shall be and remain the property of The Certification Group Ltd and the Client shall not alter or misrepresent the contents of such documents in any way. The Client shall be entitled to make copies for its internal purposes and regulatory requirements only.
7.1 As used herein, "Confidential Information" shall mean any oral or written proprietary information that a party may acquire from the other party pursuant to the Contract or information as to the business of the other party provided, however, that Confidential Information shall not include any information which:
(1) is or hereafter becomes generally known to the public;
(2) was available to the receiving party on a non-confidential basis prior to the time of its disclosure by the disclosing party;
(3) is disclosed to a party by an independent third party with a right to make such disclosure.
7.2 Unless required by law or by a judicial, governmental or other regulatory body, neither party nor their agents or subcontractors shall use Confidential Information other than for the purpose of the Contract nor disclose the other’s Confidential Information to any person or entity without the prior written approval of the other party except as expressly provided for herein.
8.1 Unless otherwise agreed, the Contract shall continue (subject to the termination rights set out in these General Terms and Conditions) for the term set forth in the contract (the "Initial Term").
8.2 Either Party shall be entitled to terminate immediately the provision of the Services in the event of any arrangement with creditors, bankruptcy, insolvency, receivership, or cessation of business by the other Party.
If The Certification Group Ltd is prevented from performing or completing any service for which the Contract has been made by reason of any cause whatsoever outside The Certification Group Ltd control, including but not limited to, acts of god, war, terrorist activity or industrial action; failure to obtain permits licenses or registrations; illness, pandemic, death or resignation of personnel or failure by Client to comply with any of its obligations under the Contract, the Client will pay to The Certification Group Ltd:
(a) the amount of all abortive expenditures actually made or incurred.
(b) a proportion of the agreed fees equal to the proportion (if any) of the service actually carried out.
10.1 The Certification Group Ltd undertakes to exercise reasonable care and skill in the performance of the Services and accepts responsibility only in cases of proven negligence.
10.2 Nothing in these General Terms and Conditions shall exclude or limit The Certification Group Ltd liability to the Client for death or personal injury or for fraud or any other matter resulting from The Certification Group Ltd negligence for which it would be illegal to exclude or limit its liability.
10.3 The total liability of The Certification Group Ltd to the Client in respect of any claim for loss, damage or expense of any nature and howsoever arising shall be limited, in respect of any one event or series of connected events, to an amount equal to the fees paid to The Certification Group Ltd under the Contract (excluding Value Added Tax thereon).
10.4 The Certification Group Ltd shall have no liability to the Client for claim for loss, damage or expense unless arbitral proceedings are commenced within one year after the date of the performance by The Certification Group Ltd of the service which gives rise to the claim or in the event of any alleged non-performance within one year of the date when such service should have been completed.
10.5 Subject to clause 10.2, The Certification Group Ltd shall not be liable to the Client nor to any third party:
(a) for any loss, damage or expense arising from (i) a failure by the Client to comply with any of its obligations herein; (ii) any actions taken or not taken on the basis of the Reports; and (iii) any incorrect results, Reports arising from unclear, erroneous, incomplete, misleading or false information provided to The Certification Group Ltd;
(b) for loss of profits, loss of production, loss of business or costs incurred from business interruption, loss of revenue, loss of opportunity, loss of contracts, loss of expectation, loss of use, loss of goodwill or damage to reputation, loss of anticipated savings, cost or expenses incurred in relation to making product recall, cost or expenses incurred in mitigating loss and loss or damage arising from the claims of any third party (including without limitation product liability claims) that may be suffered by the Client; and
(c) any indirect or consequential loss or damage of any kind (whether or not falling within the types of loss or damage identified in (b) above).
10.6 Except for cases of proven negligence or fraud by The Certification Group Ltd, the Client further agrees to hold harmless and indemnify The Certification Group Ltd and its officers, employees, agents or subcontractors against all claims (actual or threatened) by any third party for loss, damage or expense of whatsoever nature including all legal expenses and related costs and howsoever arising (i) relating to the performance, purported performance or non-performance of the Services or (ii) out of or in connection with the Client's product, process or service the subject of the audit (including, without limitation, product liability claims).
10.7 Each party shall take out adequate insurance to cover its liabilities under the Contract.
11.1 If any one or more provisions of these General Terms and Conditions are found to be illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
11.2 Except as expressly provided for herein, the Client may not assign or transfer any of its rights hereunder without The Certification Group Ltd prior written consent.
11.3 Neither party shall assign the Contract without the prior written consent of the other Party such consent shall not be unreasonably withheld. Any assignment shall not relieve the assignor from any liability or obligation under the Contract.
11.4 The Contracts (Rights of Third Parties) Act 1999 shall not apply to these General Terms and Conditions or the Contract.
11.5 A Party giving notice under these General Terms and Conditions must do so in writing with such notice being hand delivered or sent by prepaid, first class post to the address for the other Party as set out in the Application. A notice will be deemed received by the other Party:
(a) if hand delivered, on the date of delivery.
(b) if sent by first class post, three days after the date of posting.
11.6 The Parties acknowledge that The Certification Group Ltd provides the Services to the Client as an independent contractor and that the Contract does not create any partnership, agency, employment or fiduciary relationship between The Certification Group Ltd and the Client.
Unless specifically agreed otherwise, all disputes arising out or in connection with these General Terms and Conditions or the Contract shall be governed by the laws of England in accordance with the Arbitration Act 1996 and by a single arbitrator appointed between the parties.
It is the policy of The Certification Group Ltd to give each Application a fair and consistent Assessment. If a client becomes dissatisfied with any aspect of the Assessment, they may appeal by giving notice in writing to the Directors within 21 days of the Assessment date.