1. The Contract
The Contract between us is created by the Application for Certification that you have signed. Forming part of our Contract are:
- these terms for the supply of services (which contain most of the legal provisions setting out how we are going to provide you with the services you require from us, and what you must do in return), and
- the requirements contained in "How to Display the BSI Certification Mark" (which informs you of the correct way in which you are to display your certification), and
- the quotation for the services which we may have already given to you (and which will clearly state the period during which the quote shall remain valid), and
- any other specific set of terms that may relate to the particular certification scheme that you are to be assessed under (these rules are given to you at the same time as your signing the Application for Certification and may rank ahead of the other provisions of the Contract. This will be an express term of these rules if this is so).
When we refer to our Contract in these terms for the supply of services, we are referring to your signed Application for Certification and each of these documents individually, as well as to all of them collectively.
2. Term
Our Contract shall continue to run until it is terminated by either you or us. In clause 16 we set out how this is to be done and what the effect of termination is.
3. How we will Supply the Services
This clause sets out the method used to provide the services and what you must do to assist us. It is indicative only, which means that we may have to adjust what we actually do in order to fit in with your particular circumstances. We will tell you beforehand if this is so.
a. The Non-Refundable Application Fee and appointment of your assessor – the Application for Certification that you have signed will state what this amount is. As soon as reasonably practicable after our receipt of the signed Application for Certification, we shall notify you of the assessor who will perform your assessment. If you wish to change the assessor before an assessment has started, please notify us and, provided the reasons for changing are reasonable, a new assessor will be appointed. If the change in assessor may result in additional fees being charged (such as to cover travel over greater distances than originally anticipated), we shall let you know of this prior to the change of assessor. We may change the assessor who is to do your assessment if we need to. We may also appoint another assessor to perform your future assessments.
b. Your certification cycle - the certification cycle is the period of your certification until it needs to be renewed. Your first certification cycle will start with the two stage initial assessment (see the 3c). All of your certification cycles shall include continuing assessments (see 3e) and a recertification assessment (which is done on the same terms as stage 2 of the initial assessment (see 3c). We may include other visits during the certification cycle too (see 3d)
c. The Initial Assessment and what you must provide for it – the Initial Assessment is divided into two stages – stage 1 and stage 2. Stage 1 is an examination of your management system's documentation and your preparedness for stage 2. The assessor appointed to perform your assessment will arrange the date and time, as well as notify you of the requirements for stage 1.
If the results of stage 1 are positive, at a date and time agreed with you beforehand (with the contact you have provided in the Application for Certification) the assessor appointed to perform your assessment will attend your premises and conduct the stage 2 assessment. The success of the assessment will depend largely on the assistance and information that you provide. This is fundamental and in order, therefore, for the assessor to determine whether your management system complies with the relevant standard, you will need to provide the following:
▪ access to all records, documentation, work areas and personnel relevant to the scope of your certification. The information that you give must be in sufficient detail to enable the assessor to draw reasonable conclusions from it. In fact, we shall assume that all information given to us for this purpose will be accurate and complete and the outcome of the assessment will be made on that basis. The overall presentation of the information and the assistance given to the assessor may affect the outcome of the assessment;
▪ any other information and explanations that we may request, or access to other personnel or work areas whom or that we consider necessary for our performance of the services that we are to provide to you.
(It may be appropriate for you to provide a copy of these terms for the supply of services to those responsible for providing what we require).
The nature and extent of the assessment itself will vary depending on your particular circumstances and the information that you provide to us.
d. Additional visits to confirm your compliance – it may be that you are not able to demonstrate that you comply with the relevant standard during the Initial Assessment. If so, we may require to make additional visits to your premises before we are able to provide you with the certification that you seek. If this is the case, we will notify you of this at the end of the stage 2 assessment. The assessment fee for the Initial Assessment is payable irrespective. We shall then arrange for additional visits to be made to your premises. The fee payable for these additional visits will be our relevant assessment day rate applicable at that time. Please see clause 9 for details of our fees.
e. Continuing assessments - During the certification cycle we will conduct continuing assessments (which could include visits to your premises) to ascertain the compliance of your management system to the relevant standard. In certain circumstances (such as non-compliance with the relevant standard) it may be necessary for us to make special visits. The duration and frequency of regular and special visits are not fixed but shall be at our reasonable discretion. These visits will be arranged with you in advance. The fee for the regular and special visits shall be our standard assessment day rate applicable at the relevant time. Please see clause 9 for details of our fees.
f. Observed Visits - we may need to be accompanied by a third party observer from time to time, who is to witness an assessment. This may be to meet our compliance with our own accreditation. Or, it may be to meet compliance with industry sector rules or other regulatory requirements that may be relevant. If this is required, we shall inform you of this (and the identity of the third party) prior to our attendance at your premises.
g. If you wish to change an agreed assessment date – if you wish to change or cancel a booked assessment date, please do so by writing to us to inform us at least 30 days before the assessment date. If you fail to notify us of your intended change or cancellation in time, we will invoice you all of the assessment fee as if the full assessment had taken place. You will be liable to pay this in any event.
h. Ownership of the assessment reports – we retain ownership of the assessment reports prepared by us. You will be given a copy of them. The contents of the report will remain confidential and our obligations in clause 6 will apply to them.
4. Appeals and Complaints
If you wish to appeal against the outcome of an assessment, or on any matter that affects your certification, we have an appeals procedure that you must follow. Our appeals procedure is found on our website, or you can get further details of it from your normal BSI contact.
If you have a complaint about the service that you are receiving from us, then please contact your normal BSI contact. We have internal procedures to meet the complaints of our customers and you will be informed of the relevant procedures should you make a complaint.
5. Our Safety
a. Our observance of your rules on your premises - We shall observe, as far as we are reasonably able, all of your health and safety rules and regulations and your security requirements. You must inform us of these at the time of agreeing the date for any visits to your premises. If our observing the rules, regulations and requirements of your premises prevents us from providing the services that we have agreed to provide, we will not be in breach of our Contract.
b. Hazards – When we attend your premises, you will be responsible for ensuring that adequate information is given on the hazards and risks to which we may be exposed. You will need to provide an appropriate level of supervision as well as personal protective equipment. Please notify us immediately of any accident or incident on any of your premises which could pose risks to us.
c. Our right to abort a visit – even if you provide the information required relating to the rules of your premises and hazards, if while on your premises we have a reason to believe that you are not complying with the relevant health and safety rules, or that our safety is at risk in any way, then we may abort our visit. We shall report to you the reasons for our terminating the visit. If we do this, we will not attend your affected premises again until we are satisfied that you have resolved the issues that we have reported on. The fee payable for the aborted visit will be payable in full as if the visit had not been aborted.
6. Our Confidentiality Obligations
a. Confidentiality - we acknowledge that we may have access from time to time to information that you may regard as commercially sensitive. Therefore, we undertake that we shall not at any time during the term of our Contract and for three years from the date of the termination of our Contract disclose to any person any confidential information concerning your business, affairs, customers, clients or suppliers.
b. When we may disclose confidential information, and to whom – we may disclose your confidential information to those of our employees or sub-contractors who need to know it in order for our providing the services. In addition, we may be asked by the relevant accreditation body for certain confidential information. We will ensure that our employees, sub-contractors and relevant accreditation bodies are subject to a confidentiality obligation similar to this one. We may also disclose your confidential information if we are ordered to by a court or a governmental or regulatory authority, or as may be required by law.
7. Certification
a. BSI Certificate - When you have been successful following a certification assessment, we shall provide a written scope of certification describing your assessed activities and their locations. You will receive a BSI certificate as evidence of your successful certification. You may then display the certificate and the BSI Certification Mark, but you must do so in compliance with the terms of our Contract (and in particular with the requirements set out in "How to Display the Certification Mark").
b. Ownership of BSI certificate and BSI Certification Mark - the BSI certificate (which may be in electronic form) and the right to use the BSI Certification Mark shall remain our property. This means that you may not transfer any rights under our Contract to anyone else. You may also not charge or licence them in favour of someone else in any way. You may not tamper with the content or change the appearance of the certificate or the BSI Certification Mark.
c. Our right to refuse to issue a certificate, or to revoke a certificate that has been issued - we may at any time refuse to issue a certificate or revoke an issued certificate if, in our reasonable opinion, you do not meet, or fail to continue to meet, the relevant standard, or if you breach any term of our Contract (which includes the content of "How to display the BSI Certification Mark"). If we do revoke a certificate that has already been issued to you, you will be required to return the certificate, the assessment reports and any other papers that may have been given to you with the certificate.
8. Your Obligations with Regard to Your Certification
In this clause, we set out what your obligations are with regard to your certification. Since the certification is a representation to the rest of the world, we require strict compliance with these obligations. We may withdraw your certification immediately if you do not comply with these obligations. We will not need to inform you of the withdrawal beforehand. In addition, we may rely on any other contractual remedies that we may have for breach of contract.
a. Duty to inform us of changes in circumstances - you must inform us immediately in writing of any changes that may occur to your circumstances that are reasonably likely to affect the compliance of your management system to the standard used for your certification.
b. No misleading statements - you may not make any misleading statement concerning your application or certification to any one. This will include the statements that you make in your own advertising brochures (whether used for internal or external use).
c. No harm caused to BSI's name – you may not say or do anything that we reasonably believe could have the effect of harming our name or putting us into ill repute. This includes anything that may cause any person to question the authenticity or merit of your certification.
9. Fees and Charges
a. Fees - we shall invoice you for the following:
▪ your initial assessment fee;
▪ fees for ongoing assessment;
▪ special visit fees;
▪ Certification fees
The fees applicable to you for at least the first year of services will be in your quotation. For subsequent years, our fees that shall apply are those published on our website from time to time.
We may change the fees that are applicable to you at any time. However, if we do, we shall immediately inform you of this, either in writing or by putting the changes onto our website. The changed fees shall only apply either once we have notified you of them or they have been put onto our website. In this regard, we ask that you check the website from time to time.
b. Payment terms - you must pay the fees immediately upon presentation of relevant invoice.
c. Interest on late payments – we may charge interest at the rate of two per cent per month on any amount that is paid later than the payment terms mentioned in clause 9b.
d. Invoice query – You may query our invoice within 21 days of the date of the relevant invoice. To do so, please address your query in writing to your normal contact at BSI. Please note that a query of an invoice will not affect the 30 day invoice payment period.
10. Matters Beyond Reasonable Control
Neither of us shall be liable to perform each of our obligations under our Contract if any event beyond the reasonable control of either of us shall make performance of each of our obligations impossible.
11. Insurance
Each of us may require the other to produce evidence (such as a letter from an insurance broker) that either you or we have reasonably sufficient insurance cover in place to meet any third party liability.
12. Limitation of Liability
Our liability to you under our Contract shall be limited. This shall apply to matters raised against us both in contract and tort. The limit of our liability shall be equal to the amount payable by you to us in the 12 months before the date of the events giving rise to your claim against us. However, our liability shall not be limited for those matters that we are not able to limit as dictated by the law of our Contract, and, in regard to those matters, our liability shall be unlimited.
13. Other Services
We would like to keep you informed about products, services and additional benefits that we believe may be of interest to you. If you don't want us to do this, please inform us of such in writing.
14. Assignment
Neither party may assign our Contract to any other person. However, we may assign our Contract to any group company, provided that to do so does not cause there to be a conflict of interest relating to services being provided to you, or which is prohibited by any other contract that we may have entered into with third parties.
15. Amendments to Our Contract
We may amend our Contract from time to time. If the Contract is amended, we shall put full details of the changes on our website a reasonable time beforehand. The changes will not come into effect before they are put onto the website.
16. Termination of Our Contract
a. By either of us in the usual course -
either of us may terminate our Contract by giving the other 60 days' notice in writing of the intention to terminate.
b. By either of us immediately –
either of us may terminate our Contract immediately by serving notice on the other if the other:
▪ is unable or suspends the payments its debts
▪ makes a proposal to its creditors to reschedule any of debts
▪ has or takes any action for or in connection with its winding up or for the appointment of an administrator or an administrative receiver
▪ has someone who is entitled and does take such action to attach or takes possession of any of its assets
▪ stops the business it was doing at the time of entering into our Contract
c. by BSI immediately and without notice –
we may terminate this Agreement immediately if:
▪ you do not comply with any of the obligations you are required to do in clause 8
▪ any fees remain outstanding despite our notice informing you that they are overdue and calling for their payment.
d. the effect of termination of our Contract
On termination of our Contract your certification will be cancelled immediately. You will return to us the certificate, the assessment reports and any other papers that may have been given to you with the certificate. You will remove all references to BSI and the BSI Certification Mark from your premises and your materials. We may require you to confirm that you have removed all references and shall write to you if this is the case. All fees that you have paid to us shall be non-refundable.
17. Third Party Rights
No person who is not a party to our Contract shall have any rights under or in connection with it.
18. Law
Indian law governs our Contract and we both agree that the Delhi courts shall have exclusive jurisdiction.
