Terms And Conditions - ISO Consultancy For Certification

1. Introduction

Unless expressly otherwise agreed in writing and signed by a senior manager or director of IMSM Pty Ltd (“IMSM”), these Terms and Conditions (“Conditions”) apply to all services supplied by IMSM to the exclusion of all other terms. This includes any terms promoted or applied by any party in connection with these services.

2. Definitions

2.1 General Definitions

Applicable Laws: All applicable laws, statutes, and regulations from time to time in force in New South Wales, Australia.
Business Days: Any day other than a Saturday, Sunday, public holiday or bank holiday in New South Wales, Australia.
Business Hours: 9:00 am to 5:00 pm on any Business Day.
Certification/Audit Agreement: Any Contract under which the Services to be provided include or comprise certification or audit services.
Certification Date: The date on which the Client’s first ISO certificate is issued under the Contract.
Client: The company identified in the Contract Particulars.
Client Data: All information, data, text, logos, images, audio, video, and content in any form provided by the Client to the Supplier for use within IMSMLoop.
Commencement Date: The date stated in the Contract Particulars.
Confidential Information: All confidential information disclosed by a Discloser to a Recipient, whether orally or in writing, or in any other form that is designated as confidential or that should reasonably be understood to be confidential given the nature of the information or the circumstances of disclosure.
Contract: Any Certification/Audit Agreement or Services Agreement between the Client and the Supplier, which unless otherwise agreed includes these Conditions.
Contract Particulars: The document or section forming part of an IMSM Services Agreement which sets out details of the Services and other commercial terms and arrangements agreed between the parties.
Data Protection Laws: All applicable data protection and privacy legislation in force from time to time in Australia, including the Australian Privacy Act 1988 and related regulations.
Discloser: A party to a Contract when disclosing Confidential Information to a Recipient.
Expenses: All hotel, subsistence, travelling and other ancillary expenses reasonably incurred by the Supplier in relation to or in the course of provision of the Services.
Fees: Any sum payable by the Client to IMSM pursuant to any Contract in consideration of any Services.
GST: Goods and Services Tax within the meaning of the New Tax System (Goods and Services Tax) Act 1999.
IMSM: IMSM Pty Ltd, an Australian proprietary company limited by shares, having its registered office at Level 20, Tower 2 Darling Park, 201 Sussex Street, Sydney NSW 2000.
Intellectual Property Rights: All present and future intellectual, industrial or proprietary rights conferred by statute, at common law or in equity anywhere in the world.
IMSMLoop: The IMSMLoop software and the templates, content, and training material hosted in the platform which are to be provided by the Supplier for the Client to use.
Member: A Client that is entitled to participate in the QAS Membership service.
Membership Fees: The sums payable for annual QAS Membership.
Personal Information: As defined in the Data Protection Laws.
QAS: QAS International Limited, a company registered in England and Wales.
Services: The services to be provided by the Supplier to the Client as set out in the Contract Particulars, including services which are incidental or ancillary to such services.

3. Basis of Contract

3.1 The signing and returning of a Contract by the Client constitutes an offer by the Client to purchase Services pursuant to that Contract and on the basis of these Conditions.
3.2 Such an offer will only become binding on the Supplier upon issuing written acceptance or commencing the supply of Services.
3.3 Any samples, drawings, or advertising issued by the Supplier are for illustrative purposes only and do not form part of any Contract.

4. Fees and Payment

4.1 The Client will promptly pay when due all Fees in the currency stated on the invoice.
4.2 In addition to all Fees, the Client will reimburse the Supplier for all Expenses reasonably incurred.
4.3 If the Client cancels or fails to attend a meeting without giving at least 3 Business Days’ notice, they will be liable for the Fees and Expenses related to that meeting.

Fee Increases

4.4 The Supplier may increase the Fees on 30 days’ written notice. If the Client terminates the Contract within 30 days of an increase, the Agreement will terminate.

5. QAS Membership & Membership Upgrades

5.1 QAS Membership may be provided following the completion of QAS certification without additional Fees being payable.
5.2 Membership can be upgraded or downgraded at the Client’s request, subject to additional Fees.

6. Availability and Use of IMSMLoop

6.1 The Supplier will make IMSMLoop available to the Client and its Users while the Contract is in effect.
6.2 The Client may permit access to IMSMLoop by its partners, employees, and certification auditors of the Client and its group companies.
6.3 The Client must ensure that access is terminated immediately upon a person ceasing to be the partner, employee, or certification auditor of the Client.

7. Ownership Rights

7.1 The Supplier retains all rights of ownership, including Intellectual Property Rights in IMSMLoop and the Supplier’s Confidential Information.
7.2 The Client retains ownership of any Intellectual Property Rights in its Confidential Information and Client Data.

8. Suspension of Access to IMSMLoop

8.1 The Supplier may suspend access to IMSMLoop for reasons such as technical failure, modifications, or failure of the Client to comply with any provision in the Contract.

9. Supplier Obligations

9.1 The Supplier warrants that it is validly existing and has all rights, powers, and authorities required to enter into a Contract.
9.2 The Supplier will use reasonable efforts to provide Services with care, skill, and diligence.

10. Client Obligations

10.1 The Client warrants that it is validly existing and has all rights, powers, and authorities to enter into a Contract.
10.2 The Client will be solely responsible for the accuracy, quality, and integrity of all Client Data.

11. Data Protection & Confidentiality

11.1 Both parties will comply with all applicable requirements of the Data Protection Laws.
11.2 Each Recipient will treat the Discloser’s Confidential Information as confidential and will not disclose it without written consent.

12. Term and Termination

12.1 Each Contract will commence on its Commencement Date and continue for the Initial Term.
12.2 Each Contract will automatically renew for successive 12-month periods unless either party provides at least 90 days' prior written notice.

13. Limitation of Liability

13.1 The Supplier’s total liability to the Client for any damages shall not exceed the amounts paid by the Client for the Services giving rise to the claim in the 12 months preceding the event.
13.2 The Supplier will not be liable for any incidental, indirect, or consequential damages.

14. Force Majeure

14.1 Neither party will be in breach of this Agreement for any failure or delay in the performance of its obligations resulting from events beyond its reasonable control.

15. Governing Law and Jurisdiction

15.1 This Agreement will be governed according to the law of New South Wales, Australia.
15.2 All actions shall be prosecuted exclusively in the courts located in New South Wales, Australia.

Schedule 1: Data Collection Particulars

1. The Supplier provides the Client with ISO Consultancy and/or software.
2. In providing this service:

The Supplier may collect Personal Information relating to Users as part of the authentication process.
Documents may be uploaded to the IMSMLoop platform for evidence in standards certification.

3. All Personal Information will be held securely for the duration of the Contract, or in accordance with instructions from the Client.

Scope

To provide ISO consultancy services and a platform for the Client to store and manage documentation relating to their ISO Management System.

Nature

Names and email addresses of Users are required for authentication purposes and to identify them whilst using the platform.

Purpose

The Supplier collects Personal Information for the purpose of fulfilling contractual obligations to the Client.

Duration

The Supplier will collect and hold Personal Information for the Contract duration plus two years, unless otherwise instructed by the Client.

Types of Personal Information

Names, e-mail address, telephone numbers, postal addresses.

Special Categories of Data

Not applicable.

IMSM Standard Terms (Australia, New South Wales)