Terms and Conditions

1. GENERAL

1.1 UKICM is the trading name of UKISO Ltd Registered in the United Kingdom Reg Number 6681516 Reg Office: 112 Malling Street, Lewes, East Sussex, BN7 2RG
1.2 Unless otherwise agreed in writing all proposals or services provided by UKICM 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 UKICM 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 UKICM.
1.4 Where Documentation or Certification is issued to the Client, UKICM will provide the Services using all reasonable care and skill.

2. DEFINITIONS

"Application" means the request for services by a Client.
"Assessment" means an assessment of the Client's management system or systems to ascertain conformity to the relevant Standard.
"Certificate" means the Certificate issued by UKICM (AIUK or None Accredited) or by another Third Party Accredited Certification Body.
"Client" means the client identified in the Proposal.
"Contract" means the agreement between the parties for UKICM to carry out the Consultancy and provide Documentation in accordance with the Proposal.
"Engagement" means the action of signing any UKICM Proposal as confirmation of the Client's desire to engage the services of UKICM and confirmation that the Client agrees to these UKICM General Terms and Conditions.
"Proposal" the outline of services to be rendered by UKICM to the Client.
"Report" means a report issued by UKICM to the Client, when stipulated within the scope of the proposal.
"Standard" means the relevant ISO, OHSAS or other proprietary standard to which UKICM will assess the Client's conformity.
"Visit" means the relevant pre-assessment, follow up consultancy, training meetings, information appointments or on-site audit (including annual surveillances) undertaken by UKICM or Independent Third Party Certification Body on the Client's premises or other Sites under control of the Client.

3. SERVICES

3.1 These General Conditions cover the following services ("the Services"):
(a) System certification services: quality, environmental, OHSAS, Information security or other proprietary standard requested by the Client.
(b) Training,
(c) Non- Accredited certification services in accordance with non-mandatory normative documents, specifications or technical regulations.
(d) Process management of certification services including Internal Auditing.
(e) Audit to no less than National Minimum Standards.
(f) Specialist and General Consultant Services and document Preparation relating to ISO, OHSAS & Investors in People or other proprietary standard requested by the Client.
3.2 Any recommendation given in a Report is not binding on UKICM and the decision to issue any UKICM Certificate is at the sole discretion of UKICM.
3.3 The Client acknowledges that UKICM, 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 abrogates, assumes, abridges or undertakes to discharge any duty of the Client to any third party or that of any third party to the Client.
3.4 Certification, suspension, withdrawal or cancellation of a UKICM Certificate shall be in accordance with the applicable Codes of Practice.
3.5 Certification, suspension, withdrawal or cancellation of Certification from a Third party Certification body shall be in accordance with the applicable Codes of Practice of the Specific Certification body and its Accreditation Body over which UKICM has no direct or indirect control.
3.6 UKICM may delegate the performance of all or part of the Services to an agent or a subcontractor and the Client authorises UKICM to disclose all information necessary for such performance to the agent or subcontractor.

4. OBLIGATIONS OF THE CLIENT

4.1 The Client shall ensure that all access, assistance, information, records, documentation and facilities are made available to UKICM when required by UKICM, including the assistance of properly qualified, briefed and authorised personnel of the Client. The Client shall in addition provide UKICM free of charge safe, suitable space for conducting all meetings.
4.2 So far as it is allowed 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 here expressed. The Client 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 UKICM.
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 fourteen (14) working days must be given to UKICM in writing? If the Client fails to provide the required notice to UKICM then the Client accepts that UKICM in its sole discretion may charge the Client an administration fee (currently £200), plus any amount relating to pre-booked travel and accommodation in relation to the cancelled appointment (at cost). Visits Cancelled in less than 3 working days from the agreed visit will be charged at £495 per day plus VAT at the going rate, plus any amount relating to pre-booked travel and accommodation in relation to the cancelled appointment (at cost).
4.5 In order to allow UKICM to comply with the applicable health and safety legislation the Client shall provide UKICM with all available information regarding known or potential hazards likely to be encountered by UKICM personnel or agents during their visits. UKICM 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 UKICM aware of the same.
4.6 The Client may only reproduce or publish extracts of any report or documentation created by UKICM if the name of UKICM does not appear in any way on it or the Client has obtained the prior written authorisation of UKICM. UKICM reserves its rights to lodge a complaint in case of disclosure in breach of this clause or disclosure which UKICM considers in its sole discretion is inappropriate. The Client shall not publicise details of the way in which UKICM performs, conducts or executes any of its operations.
4.7 The Client shall immediately inform UKICM of any and all changes in the nature of their business, methods of operation or premises in writing which may affect their ISO certification Scope and subsequent cost liabilities; this includes management systems, their service, their process, number of staff, number of sites, company takeovers or amalgamations or any addition to their skills or services offered. Any breach of this obligation to inform UKICM of any such change may lead to the withdrawal of the Certification from UKICM or any other third party certification body under the regulations of ISO 17021:2011.

5. FEES AND PAYMENT

5.1 The fees quoted to the Client cover all stages leading to completion of the scope of proposal. Fees are based on the chargeable rate applicable at the time of submitting a Proposal. UKICM may increase its fees if the Client's instructions change or are found to be not in accordance with the initial details supplied to UKICM prior to it providing the relevant fee quotation (e.g. client notification of financial turnover or number of sites or number of staff). 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 Proposal 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 any Assessment, consultancy, documentation or its revision, training, follow up appointments or operations due to the implementation procedures and rules not being met either with UKICM or third party certification body in line with their Terms and Conditions.
(b) Additional work due to suspension, withdrawal and/or reinstatement of any Certification.
(c) Reassessment due to changes in the management system or process or services; or
(d) Compliance with any subpoena for documents or testimony relating to work performed by UKICM.
5.3 Without prejudice to clause 5.2, additional fees will be payable at UKICM charging rates in force from time to time in respect of rush orders, cancellation or rescheduling of services or any partial or full repeats of the assessment or consultancy programme or operations which are required by the client.
5.4 Unless otherwise stated all fees quoted include travelling and subsistence costs. All fees and additional charges are exclusive of any applicable Value Added Tax, Sales Tax or similar tax in the country concerned.
5.5 On Engagement (signed proposal), UKICM shall issue an invoice equal to no more than one third of the total fee quoted unless otherwise stated in the proposal. UKICM shall issue a further invoice to the Client which should be paid before the first visit. A third and final invoice for the balance shall be issued by UKICM 1 month before any required Audit is to be conducted or on the 6 Month anniversary of the initial consultation or gap analysis visit (if relevant to the provision of service). In the case of pure consultancy the final invoice (if applicable) shall be issued 1 month prior to the agreed completion date of work carried out by UKICM, or on the 6 Month anniversary of the initial consultation. Invoices for additional and further work will be issued prior to commencement of the relevant task and payable before commencement of any extra works. In the case of annual surveillances, UKICM shall issue an invoice for the full amount on Engagement. The Client agrees that all invoices are to be paid within Seven (7) days of the date of each invoice (the "Due Date") regardless of whether the Client's system or systems qualify for certification, 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 and cleared. PLEASE NOTE: Any relevant Documentation, Systems or Certification will only be issued once full payment has been made and cleared either from UKICM or any other third party certification body.
5.6 Any use by the Client of any Report or Certificate or the information contained therein is conditional upon the timely payment of all fees and charges. UKICM reserve the right to cease or suspend all work and/or cause the suspension or withdrawal of any Certificate for a Client who fails duly to pay an invoice.
5.7 The Client shall not be entitled to retain or defer payment of any sums due to UKICM on account of any dispute, counter claim or set off which may allege against UKICM.
5.8 The Client shall pay all UKICM collection costs including reasonable legal fees, interest and related costs.

6. SYSTEM DOCUMANTAION, REPORTS AND CERTIFICATE OWNERSHIP AND INTELLECTUAL PROPERTY

Any document including but not limited to any Report, System Documentation or any Certification provided by UKICM and the copyright contained therein (except documents produced for the Client's everyday use) shall be and remain the property of UKICM and the Client shall not alter or misrepresent the contents of such documents in any way unless it is management system documentation. The Client shall be entitled to make copies for its internal purposes only.

7. COMMUNICATION

The Client may promote its certification achievement and the fact that UKICM supported the client in achieving said certification. Use of UKICM corporate name or any other registered trademarks for advertising purposes is not permitted without prior written consent from UKICM.

8. CONFIDENTIALITY

8.1 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.
8.2 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.

9. DURATION AND TERMINATION

9.1 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 Proposal (the "Initial Term").
9.2 UKICM is entitled, at any time prior to the issue of any management documentation or Certification, to terminate the Contract if the Client is in material breach of its obligations and, following receipt of notice of such breach, the Client fails to remedy to the satisfaction of UKICM any such breach within a given 30 days notice period.
9.3 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.
9.4 Unless otherwise agreed in writing, the rights and obligations of the parties defined in clauses 8, 9, 12, 13 and 14 shall apply notwithstanding the completion of the Services or termination of the Contract.
9.5 In case the Client transfers its activities to another organisation, the transfer of Certification and or other contracted consultancy services are subject to UKICM prior written consent. Where such consent is given, the use of any UKICM created documentation or certification by such new organisation shall be governed by the Contract. Any Non UKICM Third Party Certification will be governed by the Certification Bodies own set of Terms and Conditions. UKICM will offer to act as a conduit between the client and the third party certification body to resolve matters around transfer if the client so desires.

10. FORCE MAJEURE

If UKICM is prevented from performing or completing any service for which the Contract has been made by reason of any cause whatsoever outside UKICM control, including but not limited to, acts of god, war, terrorist activity or industrial action; failure to obtain permits licenses or registrations; illness, death or resignation of personnel, Road traffic problems, Air traffic problems, Public Transport delays, Riots, or failure by Client to comply with any of its obligations under the Contract, the Client will pay to UKICM:
(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.

11. LIMITATION OF LIABILITY AND INDEMNITY

11.1 UKICM undertakes to employ reasonable care and skill in the performance of the Services and accepts responsibility only in cases of proven negligence.
11.2 Nothing in these General Terms and Conditions shall exclude or limit UKICM liability to the Client for death or personal injury or for fraud or any other matter resulting from UKICM negligence for which it would be illegal to exclude or limit its liability.
11.3 Subject to clause 11.2, the total liability of UKICM to the Client in respect of any claim for loss, damage or expense of any nature and howsoever arising shall be altogether limited, in respect of any one event or series of connected events, to an amount equal to the fees paid to UKICM under the Contract (excluding Value Added Tax and any reasonable expenses thereon).
11.4 Subject to clause 11.2, UKICM shall have no liability to the Client for claim for loss, damage or expense unless arbitral proceedings are commenced within 3 months after the date of the performance by UKICM of the service which gives rise to the claim or in the event of any alleged non-performance within 3 months of the date when such service should have been completed.
11.5 Subject to clause 11.2, UKICM 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 any Reports management system documentation or Certification either UKICM or Third Party Certification Body Certification.; and (iii) any incorrect results, Reports or Certification arising from unclear, erroneous, incomplete, misleading or false information provided to UKIC or any Third Party Certification Body.
(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 or service 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).
11.6 Except for cases of proven negligence or fraud by UKICM, the Client further agrees to hold harmless and indemnify UKICM 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 certification (including, without limitation, product or services liability claims).
11.7 Each party shall take out and maintain adequate insurance to cover its liabilities under the Contract.

12. MISCELLANEOUS

12.1 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.
12.2 Except as expressly provided for herein, the Client may not assign or transfer any of its rights hereunder without UKICM prior written consent.
12.3 Neither party shall assign the Contract without the prior written consent of the other Party. Such consent shall not be unreasonably withheld by either party. Any assignment by the client shall not relieve the original assignor from any liability or obligation under the Contract.
12.4 The Contracts (Rights of Third Parties) Act 1999 shall not apply to these General Terms and Conditions or the Contract.
12.5 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 Recorded post or facsimile 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 Recorded post, with proof of receipt via signature.
(c) if sent by facsimile, the time indicated on the sending Party's facsimile transmission confirmation message.
12.6 The Parties acknowledge that UKICM 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 UKICM and the Client.
12.7 Any failure by UKICM to require the Client to perform any of its obligations under these General Terms and Conditions or the Contract shall not constitute a waiver of its right to require performance of that or any other obligation.

13. DISPUTES

Unless specifically agreed otherwise, all disputes arising out of 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.

14. APPEALS

It is the policy of the UKICM 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.
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