Verification and Validation Services
ISOQAR Terms and Conditions
ISOQAR Limited Registered Number 02637608 (“ISOQAR”)
1. Definition and Interpretation
1.1 In the Contract:
“Activities” mean the activities that ISOQAR are to undertake to verify that the Client (or any product, service or event of the Client’s) complies with the Criteria.
“Application Form” means the application form provided by the Client containing all the required information required by ISOQAR and accepting the Service set out in the Quotation. Until the Client has provided an application form, a Contract shall not be deemed to have been formed.
“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 Day(s)” means any day which ISOQAR has worked (including a Saturday or a Sunday) in relation to the provision of the Service 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 Service (including Initial Charge, Main Charge and Chargeable Day rates) as set out in the Quotation or Application Form, including without limitation fees, expenses and other costs.
“Client” means the party who purchases or agrees to purchase the Service 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 (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 Service comprising these Conditions, the Quotation, the Application Form, Rules of Registration, Criteria and any Special Conditions.
“Criteria” means the relevant standard(s), specification(s) or document(s) containing the criteria against which the Client must demonstrate compliance which are included with the Quotation, the terms of which may be amended by ISOQAR from time to time.
“Documents” means any and all drawings, specifications, technical know-how, plans, reports, models, presentation materials, brochures, guides, course notes, training materials promotional materials etc. prepared by or on behalf of ISOQAR.
“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 Charge” means the charges payable in relation to the Initial Review.
“Initial Review” means an initial review of the Application Form in order to plan the Activities.
“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.
“Main Charge” means the charges payable for all Services except for the Initial Review.
“Personal Data” means personal data as defined in section 1 of the DPA.
“Premises” means the Client’s premises at which the Service may be provided (if any).
“Purchase Order” means the order placed by the Client setting out its request for Service (if provided).
“Quotation” means the offer for the Service to be provided by ISOQAR to the Client.
“Rules of Registration” means the Rules of Registration to supply validation and verification Services which are included with the Quotation which are legally binding on the Client and ISOQAR, and commence on the date that the Client’s application is accepted by ISOQAR, the terms of which may be amended by ISOQAR from time to time.
“Service” means the V&V services as set out in the Quotation including the provision of any of the Systems as applicable, to include the Initial Review and the Activities.
“Special Conditions” means any special conditions provided by ISOQAR to the Client from time to time.
“Statement of V&V” means a statement or declaration issued by ISOQAR confirming that ISOQAR have completed the Activities and have, based on the information and documentation provided by the Client or otherwise made available to ISOQAR, assessed the Client (or any product, service or event of the Client’s) as satisfying and complying with the Criteria.
“Systems” means such on-line systems or portals as may be provided by ISOQAR as part of the Service in accordance with the Contract.
“Term” means the term of the Contract beginning on the Commencement Date and ending on completion of the Service by ISOQAR.
“V&V” means Verification and/or Validation.
“Validation” means confirmation that the Client, through the provision of objective evidence, information and documentation provided to ISOQAR, has fulfilled the Criteria for a specific intended future use or application.
“Verification” means confirmation that the Client, through the provision of objective evidence, information and documentation provided to ISOQAR, has fulfilled the Criteria.
“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 Service 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 Service 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 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 Criteria and (where applicable) the Special Conditions. In no circumstances shall any 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, Criteria and these Conditions, the following order of precedence shall apply to the extent of any inconsistency only:
1.9.1 the Criteria;
1.9.2 the Rules of Registration; 1.9.3 the Special Conditions;
1.9.4 the Quotation;
1.9.5 these Conditions;
1.9.6 the Application Form.
2. Services
2.1 ISOQAR shall supply the Service 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 Service.
2.2 ISOQAR shall have the right to make any changes to the Service which are necessary to comply with any applicable law or safety requirement, or which do not materially affect the nature or quality of the Service and ISOQAR shall notify the Client of the relevant changes and any consequent amendment to the Charges in any such event.
2.3 ISOQAR shall conduct an Initial Review so as to plan the Activities. ISOQAR reserves the right not to proceed with the Service following the Initial Review. ISOQAR shall notify the Client if ISOQAR decides not to proceed with the Service following the Initial Review.
2.4 ISOQAR reserves the right, at its sole discretion to:
2.4.1 issue a Statement of V&V; or
2.4.2 not to issue a Statement of V&V.
2.5 Subject to clause 2.4 and 3.8, a Statement of V&V shall only be issued by ISOQAR where ISOQAR have completed the Activities and have, based on the information and documentation provided by the Client or otherwise made available to ISOQAR, assessed the Client (or any product, service or event of the Client’s) as satisfying and complying with the Criteria, ISOQAR may issue a Statement of V&V).
2.6 Such Statement of V&V may be limited to a certain period of time or in relation to any particular service, product, event, information, documents or other element of the Client and ISOQAR provides no warranty or guarantee that the Client, its products, services, event or any other element shall continue to meet the Criteria on an on-going basis. The Statement of V&V shall detail the exact scope of verification and the date of such verification.
2.7 The Statement of V&V shall be valid for:
2.7.1 the period stated in the Statement of V&V; or
2.7.2 Where no such period is stated in the Statement of V&V, a period of 12 months from the date of the Statement of V&V, (the “Verified Period”).
2.8 Where the Client notifies any other entity that a Statement of V&V has been issued to the Client, the Client shall ensure that it provides full details of such verification to that entity (including the scope and time period for which the verification is valid, as set out in the Statement of V&V) and shall not mislead others of the basis of such verification.
2.9 Should the Client wish to renew any Statement of V&V by ISOQAR then a further Application Form must be submitted by the Client to ISOQAR and shall be subject to a separate contract.
2.10 During the Verified Period, the Client shall immediately notify ISOQAR in writing of any circumstance that would materially impact ISOQAR’ decision to issue a Statement of V&V including (but not limited to):
2.10.1 The Client becoming aware that any documents or information provided by the Client or otherwise made available to ISOQAR as part of the Application or during the Service was inaccurate, misleading, false, or incomplete or of any facts that would affect ISOQAR’ decision to issue a Statement of V&V;
2.10.2 Any breaches of this Contract by the Client;
2.10.3 Any breaches of applicable law by the Client;
2.10.4 Any allegations of criminal offences or initiation of any criminal or regulatory investigations in relation to the Client
2.11 ISOQAR may, at any time during the Verified Period, by written notice to the Client revoke the Statement of V&V (and the Statement of V&V shall be deemed null and void from the date upon which such revocation is notified to the Client by ISOQAR and the Client shall cease reliance upon the Statement of Validation and shall not make any further statement that it has received a Statement of V&V following such date) in any of the following circumstances:
2.11.1 ISOQAR is instructed to do so by any government, regulatory body or court;
2.11.2 the Client has breached the terms of this Contract;
2.11.3 ISOQAR becomes aware that the Client (or any product, service or event of the Client’s, as applicable) no longer satisfies or complies with the Criteria;
2.11.4 where the Client notifies any other entity that a Statement of V&V has been issued to the Client, the Client fails to provide full details of such verification to that entity (including the scope and time period for which the verification is valid, as set out in the Statement of V&V) or has misled others of the basis of such verification;
2.11.5 the Client has brought (or threatens to bring) ISOQAR into disrepute or performs or threatens to perform any act which, in the opinion of ISOQAR, is contrary or prejudicial to the objects or reputation of ISOQAR;
2.11.6 ISOQAR becomes aware that any information provided as part of the Application or as part of the Service was incorrect, misleading, inaccurate or incomplete or of any facts that would affect ISOQAR’ decision to issue a Statement of V&V;
2.11.7 the Client breaches (or ISOQAR become aware that the Client had at the time of the Application or any Activities breached) any applicable law;
2.11.7 where the circumstances set out in clause 97.1.1 or 97.1.2 apply to the Client; or where ISOQAR have the right to terminate this Contract.
3. Charges and Payment
3.1 The Quotation shall set out:
3.1.1 the Initial Charge (which shall be fixed); and
3.1.2 an initial estimate of the Main Charge (based on the estimated number of Chargeable Days required and the applicable day rate(s)) .
3.2 ISOQAR may invoice for the Initial Charge upon receipt of the Application Form and shall not be required to commence the Initial Review until the Initial Charge has been paid.
3.3 ISOQAR may invoice for the Main Charge at any time after the completion of the Initial Review and shall not be required to commence any Service until the Main Charge has been paid.
3.4 Once ISOQAR has completed the Initial Review, ISOQAR shall either (a) confirm that the initial estimate of the Main Charge set out in the Quotation shall apply or (b) reserves the right to amend the Main Charge by written notice to the Client and, if so, that amended Main Charge shall then apply.
3.5 Subject to clause 3.1 and 3.2, the Charges for the Service shall be those agreed and set out in the Quotation.
3.6 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’ 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.
3.7 The Client shall not be entitled to reimbursement of any Charges if the Client terminates the Contract in accordance with clause 12.1 or clause 12.2.
3.8 Notwithstanding any other terms of the Contract, ISOQAR may withhold or suspend the provision of the Service (in addition to any other remedy available to ISOQAR) and/or withhold the Statement of V&V without terminating the Contract if the Client has failed to pay ISOQAR’ invoices 30 Notwithstanding any other terms of the Contract, ISOQAR may withhold or suspend the provision of the Service (in addition to any other remedy available to ISOQAR) and/or withhold the Statement of V&V without terminating the Contract if the Client has failed to pay ISOQAR’ invoices
3.9 If the Client fails to make any payment due to ISOQAR under the Contract by the due date for payment, then, without limiting ISOQAR’ remedies under clauses 3.1 and 3.5, the Client shall pay interest on the overdue amount at the rate of 8% 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.
3.10 If:
3.10.1 the Client requires ISOQAR to carry out any additional services not specified in the Quotation or Application Form; or
3.10.2 Additional work is required on ISOQAR’ behalf because of erroneous and/or incomplete information or documentation provided by the Client ISOQAR shall be entitled to make additional charges for such services.
3.11 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.
3.12 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 12 or if registration is suspended or withdrawn for any reason in accordance with clause 6.2.
4. The Client's Obligations
4.1 The Client shall:
4.1.1 ensure prompt provision of resources, including all decisions, information, documentation and access (to personnel, records and Premises) required to enable ISOQAR and its agents and employees to provide the Service in accordance with the Contract;
4.1.2 act in a fully transparent manner in the provision of information, documentation and access to ISOQAR at all times;
4.1.3 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’ personnel, while on the Premises for the purpose of carrying out the Service have access at all times to a member of the Client’s staff familiar with the Premises and safety procedures;
4.1.4 be responsible for the 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;
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 wherever possible, provide a suitable vehicle parking facility for use by ISOQAR’ personnel which is free from any legal restrictions and immediately close to the location at which the Service are provided; and
4.1.7 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 Service 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 3.8 and clause 3.9.
4.4 The Client accepts that ISOQAR shall be entitled to announce (either orally or in writing) for marketing purposes only that it has undertaken the Service 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 Service, then the Client shall be deemed to have accepted the same.
5. Systems
5.1 If ISOQAR is providing the Systems in accordance with the Contract, the Client shall and shall procure that any Authorised Users:
5.1.1 operate any of the relevant Systems only in accordance with ISOQAR’ and/or any relevant licensor of the Systems’ instructions and shall ensure that no modifications are made to any such Systems; and
5.1.2 operate any of the relevant Systems only in accordance with ISOQAR’ and/or any relevant licensor of the Systems’ instructions and shall ensure that no modifications are made to any such Systems; and
5.2 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:
5.2.1 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:
5.2.2 no attempt is made to reproduce, copy, adapt, decompile, disassemble, modify, reverse engineer or make error connections to the Systems in whole or in part; and
5.2.3 no Viruses are introduced into any such Systems and that, if a Virus is found, promptly upon its discovery eliminate it and/or ameliorate its effect.
5.3 The Client shall ensure that it keeps an up to date list of all Authorised Users with access to the Systems at any given time. 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.
5.4 The Client shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Systems and/or the Documents and, in the event of any such unauthorised access or use, promptly notify ISOQAR.
6. Reservation of Title
7. Data Protection
7.1.1 ‘personal data’, ‘data controller’, ‘data processor’, ‘data subject’ and ‘process’ or ‘processing’ each have the same meaning as used in the Data Protection Laws;
7.1.2 “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 Service and for which the Client is the data controller, as specifically identified in Schedule 1;
7.1.3 “Data Protection Laws” means the Data Protection Act 2018, UK GDPR (as defined by section 3(10) of the Data Protection Act 2018 (as supplemented by section 210(4) of the Data Protection Act 2018), the Privacy and Electronic Communications (EC Directive) Regulations 2003, 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.
7.2 The parties agree that, with respect to the parties’ rights and obligations under this Agreement and with respect to any Client Personal Data, the factual circumstances will dictate as to whether the (i) Client is the data controller and ISOQAR is the data processor (and clause 7.5 shall apply) and/or (ii) the Client and ISOQAR shall each be a separate and independent data controller of the Client Personal Data (where clause 7.4 shall apply).
7.4 Independent controller
7.5 Data processing
7.5.1 In circumstances where ISOQAR processes personal data on behalf of the Client, ISOQAR in each case shall comply with the requirements of this clause 7.4. The parties have agreed that the description of the processing is as set out in Schedule 1.
7.5.2 ISOQAR shall:
7.5.2.3 ensure that access to the Client Personal Data is strictly limited to persons who need access to it as strictly necessary to perform the Service 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;
7.5.7 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.
8. Intellectual Property
9. Limitations of Liability and Remedies
9.1 Subject to clause 9.3 and notwithstanding clause 9.2, ISOQAR’ 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.
9.2 Subject to clause 9.3, 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, (x) any consequential or indirect loss. The Client is strongly advised to insure against all such potential loss, damage, expense or liability.
10. Confidential Information
11. 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.
12. Termination
12.3 Either party may terminate the Contract immediately by notice to the other party without liability to the other party if:
13. Miscellaneous
13.3 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.
13.10 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).
Schedule 1 - Description of Processing
Subject matter of the processing
The processing of personal data to the extent necessary for the provision of the Service 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 Service 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 Service. 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 Service.
Terms, Conditions & Policies
Below you will find our important policy documentation and statements, all available to download.
T&Cs Contract - Validation/
Verification
View and download ISOQAR terms and conditions of contract – validation/verification.
T&Cs Contract - Certification
View and download ISOQAR terms and conditions of contract – certification.
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.