Certification Services
ISOQAR Terms and Conditions
ISOQAR Limited Registered Number 02637608 (“ISOQAR”)
1. Definition and Interpretation
1.1 In the Contract:
“Application Form” means the application form provided by the Client accepting the Services set out in the Quotation. Until the Client has provided an application form, a Contract shall not be deemed to have been formed.
“Audit” means the audit schedule to maintain certification in accordance with the Rules of Registration.
“Authorised User” means an individual whom the Client has authorised to have access to the Systems and to whom a password has been issued for such purpose.
“Chargeable Days” means any day which ISOQAR has worked (including a Saturday or a Sunday) in relation to the provision of the Services charged at the prevailing day rate (which for the avoidance of doubt shall be set out in the Quotation).
“Charges” means the charges for the Services (including Chargeable Day rates) as set out in the Quotation or Application Form, including without limitation fees, expenses and other costs together with any charges contained in the Rules of Registration.
“Client” means the party who purchases or agrees to purchase the Services identified in the Application Form.
“Commencement Date” has the meaning given to it in clause 1.5.
“Conditions” means these standard terms and conditions of contract.
“Confidential Information” means in the case of either party all information or data (in any media) of a confidential nature disclosed by that party its employees, agents, consultants or subcontractors to the other including but not limited to all technical or commercial knowhow, specifications, inventions, processes or initiatives.
“Contract” means the contract between ISOQAR and the Client for the provision of the Services comprising these Conditions, the Quotation, the Application Form, Rules of Registration, any Special Conditions and the EULA.
“Documents” means any and all drawings, specifications, technical know-how, plans, reports, Application Form, models, presentation materials, brochures, guides, course notes, training materials promotional materials etc. prepared by or on behalf of ISOQAR.
“EULA” means the end user license agreement located on the Systems.
“Group” means in relation to a company, that company, any subsidiary or holding company from time to time of that company, and any subsidiary from time to time of a holding company of that company.
“Initial Term” means the initial certification term of three (3) years.
“IP” means any patents, patent applications, trade marks or trading names (in each case, whether or not registered), trade mark applications, know-how, design rights registered or unregistered (including registered design applications), Confidential Information, copyright, database rights and all other intellectual property rights including any rights analogous to the same subsisting anywhere in the world at any time.
“Personal Data” means personal data as defined in section 3 of the Data Protection Act 2018.
“Premises” means the Client’s premises at which the Services may be provided (if any).
“Purchase Order” means the order placed by the Client setting out its request for Services (if provided).
“Quotation” means the offer for the Services provided by ISOQAR to the Client.
“Rules of Registration” means the Rules of Registration to supply certification Services which are included with the Quotation and which are legally binding on the Client and ISOQAR, and commence on the date that the Client’s application for registration is accepted by ISOQAR, the terms of which may be amended by ISOQAR from time to time.
“Services” means the services as set out in the Quotation including the provision of any of the Systems as applicable.
“Special Conditions” means any special conditions provided by ISOQAR to the Client from time to time.
“Systems” means such on-line systems or portals as may be provided by ISOQAR as part of the Services in accordance with the Contract.
“Term” means the term of the Contract beginning on the Commencement Date and ending on completion of the Services by ISOQAR or the date stated in the Quotation.
“Virus” any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.
“Working Day” means Monday to Friday (inclusive) excluding Bank Holidays and other days when clearing banks are not open for business in England and Wales.
1.2 Wherever in the Contract provision is made for a communication to be “written” or “in writing” this includes email.
1.3 References to any statutes or statutory regulations shall be deemed to include any subsequent revisions or re-enactments thereof.
1.4 The Quotation constitutes an offer by ISOQAR to the Client to provide Services in accordance with these Conditions.
1.5 The Quotation shall only be deemed accepted when ISOQAR receives the completed Application Form accepting these Conditions, at which date the Contract shall come into existence (“Commencement Date”). For the avoidance of doubt, ISOQAR shall not commence Services until a signed Application Form has been received.
1.6 Any Quotation given by ISOQAR is only valid for a period of 30 days from its date of issue (unless otherwise agreed in writing by ISOQAR and/or stated on the Quotation), and ISOQAR shall be entitled to vary or withdraw a Quotation at its discretion after that time.
1.7 These Conditions shall apply to and be incorporated in the Contract and shall be in substitution for any ongoing arrangement made between ISOQAR and the Client and shall prevail over any terms or conditions contained in or referred to in the Application Form (other than as agreed in the Special Conditions), any Purchase Order or other Client correspondence or elsewhere or implied by trade custom or practice or course of dealing. No addition to or variation of or exclusion or attempted exclusion of these Conditions shall be binding upon ISOQAR unless set out in Special Conditions and specifically agreed to in writing and signed by a duly authorised representative of ISOQAR.
1.8 All the provisions of the Contract between ISOQAR and the Client are contained in or referred to in the Quotation, Application Form, these Conditions, the Rules of Registration, the EULA and (where applicable) the Special Conditions. In no circumstances shall any terms and conditions of purchase submitted at any time by the Client be applied to the Contract and any failure by ISOQAR to challenge any such terms and conditions does not imply acceptance of those terms and conditions.
1.9 In the event of any conflict between any terms contained in the Quotation, Special Conditions, Application Form, Rules of Registration, the EULA and these Conditions, the following order of precedence shall apply to the extent of any inconsistency only:
1.9.1 the Rules of Registration;
1.9.2 the Special Conditions;
1.9.3 the Quotation;
1.9.4 these Conditions;
1.9.5 the EULA;
1.9.6 the Application Form.
2. Services
2.1 During the Term, ISOQAR shall supply the Services to the Client using all reasonable skill, care and diligence to the standards of a reasonably qualified and competent provider of services similar to the Services.
2.2 ISOQAR shall have the right to make any changes to the Services which are necessary to comply with any applicable law or safety requirement, or which do not materially affect the nature or quality of the Services and ISOQAR shall notify the Client of the relevant changes and any consequent amendment to the Charges in any such event.
2.3 Subject to the termination provisions in clause 11, and provided that the certification is maintained in accordance with the Rules of Registration, all certification provided under the Services shall be provided for the Initial Term.
2.4 Subject to clause 2.3, if the Client continues to book its surveillance Audits for a date outside of the Initial Term, the certification shall roll over for a subsequent term of three (3) years. Charges for renewal of the certification shall be payable on any such renewal at such rates as notified by ISOQAR to the Client upon a minimum of eight (8) weeks’ notice.
3. Charges and Payment
3.1 The Charges for the Services shall be those agreed and set out in the Quotation. The Client shall pay the Charges specified in any invoice within thirty (30) days of the date of such invoice (unless otherwise stated in the Quotation) in pounds sterling by direct debit or BACS transfer into ISOQAR’s account as notified in writing by ISOQAR from time to time. All Charges are net of Value Added Tax (VAT) which the Client shall pay to ISOQAR (at the prevailing rate) upon receipt of a valid VAT invoice. Time for payment shall be of the essence.
3.2 ISOQAR reserves the right to carry out an annual review of the Charges and shall endeavour to notify the Client of any resulting changes to the Charges at least thirty (30) days prior to implementation.
3.3 The Client may cancel any Audit provided that such cancellation notice is received by ISOQAR no later than one (1) month prior to the Audit. Cancellation of any Audit shall be subject to the cancellation fees set out in clause 11.2. Cancellation of the Audit within the Initial Term, or any subsequent certification period of three (3) years, shall result in a suspension of the certification, and potential withdrawal of the certification, as set out in the Rules of Registration.
3.4 As detailed in the Rules of Registration, the Client shall not be entitled to reimbursement of any Charges if the Client terminates the Contract in accordance with clause 11.1 or clause 11.2.
3.5 Notwithstanding any other terms of the Contract, ISOQAR may withhold or suspend the provision of the Services (in addition to any other remedy available to ISOQAR) if the Client has failed to pay ISOQAR’s invoices in accordance with the Contract. In the case of late payment, ISOQAR shall be entitled to cancel any planned Audits which may result in registration being suspended and ultimately withdrawn.
3.6 If the Client fails to make any payment due to ISOQAR under the Contract by the due date for payment, then, without limiting ISOQAR’s remedies under clauses 3.1 and 3.5, the Client shall pay interest on the overdue amount at the rate of 4% per annum above Bank of England’s base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Client shall pay the interest together with the overdue amount.
3.7 If the Client requires ISOQAR to carry out any additional services not specified in the Quotation or Application Form, ISOQAR shall be entitled to make additional charges for such services.
3.8 All payments to be made by the Client under the Contract shall be made in full without any set-off, restriction or condition and without any deduction for or on account of any counterclaim.
3.9 All Charges paid in accordance with the Contract are non-refundable. For the avoidance of doubt, this includes where the Contract is terminated in accordance with clause 11 or if registration is suspended or withdrawn for any reason in accordance with clause 4.12 or clause 5.2.
4. The Client's Obligations
4.1 The Client shall:
4.1.1 ensure prompt provision of resources, including decisions, information, documentation and access (to personnel, records and Premises) required to enable ISOQAR and its agents and employees to provide the Services in accordance with the Contract;
4.1.2 ensure a safe working environment at the Premises for ISOQAR, its agents and employees; and ensure in the interests of health and safety that ISOQAR’s personnel, while on the Premises for the purpose of carrying out the Services have access at all times to a member of the Client’s staff familiar with the Premises and safety procedures;
4.1.3 be responsible for the relevance, completeness, accuracy and legality of all information and data from time to time provided to ISOQAR, ensure that none of it infringes the IP of or defames any person and indemnify and keep ISOQAR indemnified accordingly in respect of any third party IP or defamation claims;
4.1.4 be solely responsible for maintaining back-up and disaster recovery procedures and all other information and data the Client supplies to ISOQAR from time to time;
4.1.5 be solely responsible for maintaining back-up and disaster recovery procedures and all other information and data the Client supplies to ISOQAR from time to time;
4.1.6 perform its obligations in the Contract in a competent, prompt and diligent manner.
4.2 The Client hereby acknowledges that the provision by ISOQAR of the Services in accordance with the Contract shall not absolve the Client from any obligation, including any statutory obligation, to which it may from time to time be subject.
4.3 The Client agrees that ISOQAR shall not be liable under any circumstances for any delay, error or problem caused by any act or omission on the part of the Client, its agents or employees. ISOQAR may levy additional charges (at its then current standard rates) resulting from any additional work or additional costs incurred or undertaken as a consequence of any such act or omission. Such additional charges shall be paid by the Client within 30 days of the date of an invoice covering such additional charges. Where the Client fails to pay such invoice on time, ISOQAR shall be entitled to invoke its rights under clause 3.1, clause 3.5 or clause 3.6.
4.4 The Client accepts that ISOQAR shall be entitled to announce (either verbally or in writing) for marketing purposes only that it has undertaken the Services for the Client.
4.5 In the event that the Client fails to notify ISOQAR of any problem or concern within five (5) Business Days of ISOQAR carrying out the Services, then the Client shall be deemed to have accepted the same.
4.6 If ISOQAR is providing the Systems in accordance with the Contract, the Client shall and shall procure that any Authorised Users:
4.6.1 operate any of the relevant Systems only in accordance with ISOQAR’s and/or any relevant licensor of the Systems’ instructions and shall ensure that no modifications are made to any such Systems;
4.6.2 agree to the terms of the EULA and
4.6.3 maintain an up to date list of Authorised Users at any given time and supply to ISOQAR a copy of such list promptly upon request; and issue to each of its Authorised Users the password from time to time provided by ISOQAR;
4.7 In respect of the Client’s use and any Authorised User’s use of any of the relevant Systems, the Client shall comply with generally accepted principles of Internet usage and ensure that:
such relevant Systems are not used by any of the Authorised Users fraudulently, in connection with any criminal offence, or otherwise unlawfully or to send or receive any information or material which is offensive, abusive, indecent, defamatory, obscene or menacing, or in breach of confidence, copyright, privacy or any other rights, or to send or provide unsolicited advertising or promotional material;
4.7.1 such relevant Systems are not used by any of the Authorised Users fraudulently, in connection with any criminal offence, or otherwise unlawfully or to send or receive any information or material which is offensive, abusive, indecent, defamatory, obscene or menacing, or in breach of confidence, copyright, privacy or any other rights, or to send or provide unsolicited advertising or promotional material;
4.7.2 no attempt is made to reproduce, copy, adapt, duplicate, decompile, disassemble, create derivative works from, modify, reverse engineer or make error connections to the Systems in whole or in part;
4.7.3 no Viruses are introduced into any such Systems and that, if a Virus is found, promptly upon its discovery notify ISOQAR and, unless otherwise directed by ISOQAR shall take any such action at its own cost as is reasonable to eliminate it and/or ameliorate its effect; and
4.7.4 Authorised Users shall comply with the terms of the EULA
48. The Client shall ensure that each Authorised User keeps his or her username and password confidential and does not at any time share any access details to the Systems with any other person. The Client shall immediately inform ISOQAR when individual Authorised Users no longer require access to the Systems.
4.10 ISOQAR hereby grants the Client a royalty-free, non-exclusive, non-transferable, nonsublicensable and revocable licence to use the Systems in accordance with the provisions of the Contract for the sole purpose of receiving the Services for the duration of the Term.
5. Reservation of Title
5.1 Title to and property in the Systems shall remain vested in ISOQAR at all times.
5.2 ISOQAR shall be entitled to repossess and remove access to any of the Systems at any time (including but not limited to upon termination of the Contract) and for such purpose ISOQAR and/or its agents and/or representatives shall be entitled at any time and without notice to enter upon any Premises and or premises at which the Systems are used or kept or reasonably believed so to be to ensure or effect the disabling of access to the Systems.
6. Data Protection
6.1 In this clause 6:
6.1.1 ‘personal data’, ‘data controller’, ‘data processor’, ‘data subject’ and ‘process’ or ‘processing’ each have the same meaning as used in the Data Protection Laws;
6.1.2 “Client Personal Data” means any and all personal data which is provided by or on behalf of the Client to ISOQAR or which is otherwise processed by ISOQAR as a result of or in connection with the provision of the Services and for which the Client is the data controller, as specifically identified in Schedule 1;
6.1.3 “Data Protection Laws” means the Data Protection Act 2018, Data Protection Directive (95/46/EC), the Privacy and Electronic Communications (EC Directive) Regulations 2003, Regulation (EU) 2016/679 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (commonly known as the “GDPR”), together with any and all other laws, regulations or other statutory instruments relating to the protection of personal data applicable to ISOQAR and/or Client in any relevant jurisdiction.
6.2 The parties agree that, with respect to the parties’ rights and obligations under this Agreement and with respect to any Client Personal Data, the Client is the data controller and ISOQAR is the data processor and that, in circumstances where ISOQAR processes personal data on behalf of the Client, ISOQAR in each case shall comply with the requirements of this clause 6. The parties have agreed that the description of the processing is as set out in Schedule 1.
6.3 ISOQAR shall:
6.3.1 only process any Client Personal Data for the purposes of providing the Services (and for no other purpose whatsoever) and only in accordance with the Client’s written instructions from time to time;
6.3.2 process Client Personal Data other than in accordance with clause 6.3.1 only if required to do so by law, in which case ISOQAR shall inform the Client of the relevant legal requirement before processing (unless that legal requirement prohibits such information being provided to the Client on the grounds of public interest);
6.3.3 ensure that access to the Client Personal Data is strictly limited to persons who need access to it as strictly necessary to perform the Services and that all such persons are informed of the confidential nature of the Client Personal Data and are subject to contractual or statutory obligations of confidentiality;
6.3.4 keep appropriate records of all processing activity carried out by ISOQAR in accordance with this Agreement;
6.3.5 implement appropriate technical and organisational measures to protect the Client Personal Data (ensuring in each case a level of security appropriate to the risk) against unauthorised or unlawful processing or accidental loss or damage;
6.3.6 not transfer the Client Personal Data to countries outside the European Economic Area (“EEA”) without the Client’s prior written authorisation;
6.3.7 assist the Client in meeting the Client’s obligations regarding the exercise of data subjects’ rights in accordance with the Data Protection Laws;
6.3.8 assist the Client in meeting the Client’s obligations under the Data Protection Laws with respect to data security, breach notification, data protection impact assessments and prior consultation with or notification to a competent data protection supervisory authority;
6.3.9 not permit any processing of the Client Personal Data by any agent, subcontractor, supplier or other third party (“sub-processor”) without the prior written authorisation of the Client in each case, and shall ensure in each case that prior to the sub-processor processing any Client Personal Data, terms equivalent to this clause 6 are included in a written contract between ISOQAR and any subprocessor engaged in the processing of Client Personal Data;
6.3.10 on termination of this Agreement, at the Client’s option either return to the Client all Client Personal Data and copies of it or, at the Client’s written request, destroy the Client Personal Data; and
6.3.11 at the reasonable request of the Client, make available to the Client all information necessary to demonstrate ISOQAR’s (and any sub-processor’s) compliance with this clause 6 and permit the Client and its representatives to inspect and audit that ISOQAR (and any sub-processor) is complying with this clause 6. ISOQAR shall notify the Client as soon as is reasonably practicable if ISOQAR reasonably believes an instruction from the Client in accordance this clause 6.3.11 breaches (or could cause either party to breach) the Data Protection Laws.
6.4 Without prejudice to clause 6.3.9, the Client acknowledges that the signing of this Agreement acts as authorisation (as required by clause 6.3.9) for the appointment of the sub-processors set out in Schedule 1.
6.5 The Client is solely responsible for establishing the lawful basis for the processing of Client Personal Data by ISOQAR under this Agreement, including where applicable the obtaining of all necessary consents from data subjects, and shall notify ISOQAR on request of the applicable lawful basis for any processing ISOQAR is required to perform.
6.6 Subject to clauses 8.1 and 8.2 ISOQAR shall indemnify and keep indemnified the Client in full and hold it harmless on demand from and against any claims, losses, costs, fines or damages suffered or incurred by the Client or for which the Client may become liable arising out of or in connection with any breach of this clause 6 by ISOQAR.
6.7 The Client shall indemnify and keep indemnified ISOQAR in full and hold it harmless on demand from and against any claims, losses, costs, fines or damages suffered or incurred by ISOQAR or for which ISOQAR may become liable arising out of or in connection with any breach of this clause 6 by the Client.
6.8 ISOQAR may use artificial intelligence (“AI”) software, tools or technology (including generative AI) to analyse, gain insights or make predictions from, process or store any information and data provided by the Client, including to improve the Services and to inform decision-making regarding the parties’ commercial relationship, and may share such information and data with its affiliates and third party providers of AI for such purposes, and the results of any such use shall, as between the parties, be solely owned by ISOQAR.
7. Intellectual Property
7.1. ISOQAR shall retain all IP relating to the Services and in any and all Documents, the Systems, any other systems, methods, material and items created by or on behalf of ISOQAR whether specifically for the purposes of the Contract or otherwise.
7.2. If a third party owns any of the Systems or part thereof, such third party shall (if applicable) retain all IP relating to the Systems.
7.3 The Client hereby acknowledges that ISOQAR shall have no liability for any misuse by or on behalf of the Client or any other person of any of the Documents (which shall be determined by reference to the purposes for which the Documents were originally prepared) or any other deliverables generated during the provision of the Services.
7.4 The Client hereby grants ISOQAR a royalty-free, non-exclusive and irrevocable licence to copy and use any material provided by the Client for all reasonable purposes related to the Services.
7.5 The Client shall not use the Systems, Documents or any deliverables resulting from the Services for any purpose whatsoever other than as necessary to receive the Services.
7.6 In the event that there is an actual, alleged or threatened breach of any third party’s intellectual property rights arising out of the Client’s use of the Systems, ISOQAR may procure the right for the Client to continue using the Systems, replace or modify the Systems so that they become noninfringing or, if such remedies are not reasonably available, withdraw the Client’s access to the Systems without any additional liability or obligation to pay liquidated damages or other additional costs to the Client.
7.7 ISOQAR hereby grants the Client a revocable licence to copy and use the accreditation certificate awarded by ISOQAR to the Client under the Contract, provided always that such licence shall be subject to full payment of the Charges by the Client, and shall only apply to the extent that the Client is not in breach of the Contract. On termination of the Contract for any reason, the Client shall promptly return the certificate (and any copies of the certificate) to ISOQAR.
8. Limitations of Liability and Remedies
8.1 Subject to clause 8.3 and notwithstanding clause 8.2, ISOQAR’s maximum total liability under or arising out of or in connection with the Contract shall not exceed the sum which is twice the total value of the Charges paid by the Client in the year during which the claim arose or such pro-rated amount should the claim arise in the first year of the Term.
8.2 Subject to clause 8.3, ISOQAR shall not in any circumstances have any liability (whether direct or indirect) for (i) loss of business or business opportunity, (ii) loss of revenue, (iii) loss of profits, (iv) loss of anticipated savings, (v) loss of or damage to data, (vi) loss of goodwill or injury to reputation (vii) any third party claims (viii) loss which could have been avoided by the Client through reasonable conduct or by the Client taking reasonable precautions (ix) loss due to the Systems’ downtime for maintenance or in the case of emergencies; or (x) any consequential or indirect loss. The Client is strongly advised to insure against all such potential loss, damage, expense or liability.
8.3 Nothing in the Contract seeks to exclude or limit any liability of ISOQAR for death or personal injury caused by its negligence or for its fraudulent misrepresentation.
8.4 The Client hereby acknowledges and agrees that the limitations of liability referred to in clause 8.1 and 8.2 are fair and reasonable, reflected in the level of the Charges and the insurance cover carried by ISOQAR and are just and equitable having full regard to the extent of ISOQAR’s responsibility for any loss or damage suffered.
8.5 Save as required by law and save as may otherwise be set out in the Contract, ISOQAR disclaims and the Client waives all other warranties, express or implied, with respect to the Services, arising by law or otherwise, including, without limitation, any implied warranty of satisfactory quality, fitness for a particular purpose and any obligation, liability, right, remedy or claim in tort.
8.6 Save as required by law, the Client’s exclusive remedy for any default or defect in the performance of the Services by ISOQAR shall be for ISOQAR to correct and/or re-perform any such default or defective Services. If it is not economical or technically feasible for ISOQAR to correct and/or reperform the default or defect, then the Client’s exclusive remedy shall be a full or partial credit of sums paid for the default or defective Service(s) (subject always to the other provisions of this clause 8).
9. Confidential Information
9.1 Each party shall keep in strict confidence and treat the other party’s Confidential Information as confidential and to use it only for the purposes of the Contract except in so far as may be necessary for the performance of any obligations of the Contract or to the extent that such information is generally available to the public or to the extent that disclosure of information is required to be made by law. For the avoidance of doubt, where the recipient of the Confidential Information under this Contract is required by law to release such Confidential Information to a third party, the recipient shall, unless prohibited by law, notify the discloser of any of its Confidential Information that is being released.
9.2 Each party agrees that the obligation in clause 9.1 shall continue in force without limitation in point of time notwithstanding the termination or expiry of the Contract for any reason but shall cease to apply to information from the point at which it enters into the public domain by means other than a breach of clause 9.1 and shall also cease to apply to information which is received independently from another source without the imposition of any duty of confidence.
10. Force Majeure
Neither party shall have any liability to the other party if it is prevented from, or delayed in performing, its obligations under the Contract, or from carrying on its business by any event(s) or combination of events where such event(s) arises from, or is attributable to acts, events, omissions or accidents beyond the reasonable control of the relevant party including, but not limited to, acts of God, terrorism, war or flood (“Force Majeure Event”). In such circumstances the time for performance shall be extended by a period equivalent to the period during which performance of the obligation has been delayed or failed to be performed due to the Force Majeure Event.
11. Termination
11.1 Either party may terminate the Contract (or part thereof) by providing the other party with thirty (30) days’ written notice.
11.2 ISOQAR reserves the right to charge the Client a cancellation fee if the Client terminates the Contract or cancels or rearranges a planned audit without cause at the following rates:
11.2.1 cancellation within 11-20 Working Days of a planned audit – 50% of the prevailing day rate (as set out in the Quotation);
11.2.2 cancellation within 0-10 Working Days of a planned audit – 100% of the prevailing day rate (as set out in the Quotation); and
11.2.3 all Chargeable Days and any additional expenditure that has been already been incurred by ISOQAR and is not reclaimable (including but not limited to flights, other travel expenditure and hotels).
11.3 ISOQAR is not required to provide a reminder to the Client of any planned audit.
11.4 Either party may terminate the Contract immediately by notice to the other party without liability to the other party if:
11.4.1 the other party is in material breach of the Contract where such breach is not capable of remedy or, if capable of remedy, is not remedied within 14 days of notification of the breach and requiring its remedy; or
11.4.2 the other party has had a trustee, receiver, administrative receiver or similar official appointed over a material part of its business or assets; or an order has been made or a resolution passed for the other party’s winding up (otherwise than for the purpose of a bona fide scheme of arrangement or solvent amalgamation or reconstruction) or an administration order has been made; or a proposal has been made in respect of the other party for a voluntary arrangement within Part 1 of the Insolvency Act 1986 or for any other composition scheme of arrangement with (or assignment for the benefit of) its creditors; or the other party ceases to trade or is unable to pay its debts as and when they fall due; or any other analogous event occurs in any other jurisdiction; or
11.4.3 the other party ceases or threatens to cease trading; or
11.4.4 the other party fails to make any payment in accordance with the terms of the Contract.
11.5 Upon termination of the Contract howsoever occurring:
11.5.1 the Client’s right to access and/or use the Systems shall cease immediately;
11.5.2 the Client shall return or dispose any of ISOQAR’s Confidential Information and all copies thereof in accordance with ISOQAR’ instructions; and
11.5.3 the Client shall remain liable to pay ISOQAR any Charges outstanding and for any Services already performed prior to the date of termination.
11.6 Termination of the Contract for any reason shall be without prejudice to any rights of either party which may have accrued up to the date of termination.
11.7 Clauses 5, 6.2, 7, 8, 9, 11.5 and 12 shall survive termination.
12. Miscellaneous
12.1 The Contract contains the entire understanding between the parties in connection with the matters herein contained and supersedes any previous agreements, contracts, statements or undertakings (whether written, oral or implied) relating to the subject matter of the Contract. The parties acknowledge that in entering into the Contract neither has relied on any oral or written representation or undertaking by the other except as expressly incorporated in the Contract. Nothing in this clause 12.1 shall exclude any liability in respect of misrepresentations made fraudulently.
12.3 No variation of the Contract shall be valid unless it is in writing and signed by or on behalf of a duly authorised representative of each of the parties.
12.4 For the purposes of the Contract, ISOQAR shall be an independent contractor, and neither ISOQAR nor its sub-contractors nor its directors or employees nor any one of them, shall be deemed to be an employee or agent of or a partner with the Client.
12.5 The Client shall not assign the Contract in whole or in part without the prior approval of ISOQAR (such approval not to be unreasonably withheld or delayed). ISOQAR shall be entitled to assign the Contract in whole or in part at any time without consent.
12.6 A person who is not a party to the Contract shall not have any rights under or in connection with it.
12.7 Both parties shall comply, and shall ensure that each of their subcontractors, agents and personnel comply, with any relevant and applicable anti-bribery and corruption laws, regulations and/or directives related to the provision and receipt of the Services.
12.8 The Client warrants and represents to ISOQAR that it complies with the Bribery Act 2010 and that it has not and shall not, in connection with the Services contemplated by the Contract or in connection with any other business transactions involving ISOQAR, make, promise or offer to make any payment or transfer of anything of value, directly or indirectly: (i) to any government official (as defined below) or to an intermediary for payment to any government official, or (ii) to any political party for the purpose of influencing any act or decision of such official or securing an improper advantage to assist ISOQAR in obtaining or retaining business. It is the intent of the parties that no payments or transfers of value shall be made which have the purpose or effect of public or commercial bribery, acceptance of or acquiescence in extortion, kickbacks or other unlawful or improper means of obtaining business. “Government official” is defined as any employee or officer of a government of a country, including any regional or local department, company or business owned or controlled by such government, any official of a political party, any official or employee of a public international organisation, any person acting in an official capacity for, or on behalf of, such entities, and any candidate for political office. Failure by the Client to comply with this clause 12.8 shall constitute a material breach of the Contract.
12.9 The Client agrees that it shall not at any time during the Term or for six (6) months thereafter, without the prior written consent of ISOQAR, directly or indirectly solicit, induce or entice away from ISOQAR or employ, engage or appoint in any way cause to be employed, engaged or appointed any employee, agent or sub-contractor of ISOQAR to perform services substantially similar to the Services.
12.10 Any notice under the Contract must be given in writing to the addresses set out in the Quotation and if no address is given, the registered office of such party. Any such notices shall be effective if delivered by recorded delivery (delivery deemed to have taken place at the time and date recorded by the delivery service) or by email to legal@ISOQAR.com (deemed delivered on the first Working Day after sending).
12.11 Each provision of the Contract is severable and distinct from the others and if any provision is or at any time becomes to any extent or in any circumstances invalid, illegal or unenforceable for any reason, it shall to that extent or in those circumstances be deemed not to form part of the Contract, but the validity, legality and enforceability of all other provision of the Contract shall not otherwise be affected or impaired, it being the parties intention that every provision of the Contract shall be and remain valid and enforceable to the fullest extent permitted by law.
12.12 In performing its obligations under the Contract, each party shall procure (and shall procure that each member of its Group) complies with the terms of the Modern Slavery Act 2015.
12.13 The Contract, including any non-contractual disputes or claims, shall be governed by and construed in accordance with the laws of England and Wales and the parties hereby submit to the exclusive jurisdiction of the English and Welsh courts.
Schedule 1 - Description of Processing
Subject matter of the processing
The processing of personal data to the extent necessary for the provision of the Services by ISOQAR.
Duration of the processing
The certification cycle (which is usually three years depending on continuation of certification service requirements by the Client). After the certification cycle, ISOQAR shall retain Client records in accordance within its Document Retention Policy, details of which are available on request.
Nature of the processing
The processing of personal data to the extent necessary to provide the Service, and specifically in order to facilitate Validation and/or Verification of the Client
Purpose of the processing
The processing of personal data to the extent necessary for the provision of the Services by ISOQAR.
Personal data types
Limited to Client contact employee data (including but not limited to) names, contact addresses, emails and contact telephone numbers.
Categories of data subjects
Limited to Client employees.
Obligations and rights of the controller
As set out in the Contract.
Appointed Sub-Processors
ISOQAR uses a number of subcontractors to provide the Services. This includes a pool of sole trader auditors who undertake audits on behalf of ISOQAR as required. Clients will be notified in advance where a subcontracted auditor will be used. ISOQAR occasionally uses subcontracted technical advisors to verify the competence requirements of ISOQAR auditors providing the Services.
For certain standards provided by ISOQAR (specifically IFS and FSSC), ISOQAR subcontracts the Services to its critical office location in Poland (an agency providing services under ISOQAR’s accreditation).
Terms, Conditions & Policies
Below you will find our important policy documentation and statements, all available to download.
T&Cs Contract - Certification
View and download ISOQAR terms and conditions of contract – certification.
T&Cs Contract - Validation/
Verification
View and download ISOQAR terms and conditions of contract – validation/verification.
Rules of Registration
Rules of Registration between ISOQAR Limited (ISOQAR) and the Client (organisations audited and certified by ISOQAR).
Impartiality Statement
View ISOQAR’s Impartiality Policy and Public Statement.