1. The British Assessment Bureau (BAB) will provide the services to the Client as detailed in its proposal (“Services”) for a fee (“Certification Fee”) in addition to the Surveillance Fee (see clause 8) together (“the Fees”).
2. The performance of Services by BAB is regulated by the United Kingdom Accreditation Service (“UKAS”). BAB shall perform the Services using reasonable care and skill.
3. Confirmation that the Client meets the relevant standard (“Certification”) will only be issued once the Certification Fee has been received by BAB in full and cleared funds and BAB determines, at its sole discretion, that the requirements of Certification have been met. The Client shall fully co-operate with BAB in relation to the arrangement and completion of the Stage 1 and Stage 2 audits.
4. Each of the parties acknowledges that, in entering into this agreement, it does not do so in reliance on any representation, warranty or other provision except as expressly provided in this agreement. No variation of this agreement shall be effective unless it is in writing and signed by both parties.
5. This agreement shall commence on the date it is signed and shall terminate three years from the date that certification is achieved (“Term”).
6. During the Term BAB shall conduct an annual surveillance audit within the 30 days preceding each anniversary of the date of Certification (therefore three surveillance audits in total throughout the Term) (“Surveillance Audit”). Costs quoted for the Surveillance Audit (“Surveillance Fee”) may be subject to change (see clause 8). The Surveillance Fee is payable by the Client in full and cleared funds prior to each Surveillance Audit being performed. The Client shall fully co-operate with BAB in relation to arranging Surveillance Audits in accordance with this clause 7.
7. Any areas of non-compliance identified during surveillance audits must be rectified by the Client within the notified period. Failure to do so may result in BAB withdrawing the certification, but withdrawal will not release the Client from its commitment to pay fees due under this agreement for the remainder of the Term.
8. The Client shall notify BAB, without delay, of matters which may affect the capability of the management system to continue to fulfil the requirements of the relevant standard(s). These matters include but are not limited to (a) the legal, commercial, or organisational status, or ownership of the organisation; (b) additional sites or offices; (c) additional staffing levels; (d) change of certificate scope; (e) any other changes to the management system and processes; (f) occurrence of a serious incident or breach of regulation necessitating the involvement of the competent regulatory authority; or (g) In the event of a serious incident and the involvement of the competent authority, a special audit may be necessary and the outcome of the investigation recorded. Where it can be demonstrated that they system seriously failed to meet the certification requirements, this shall provide ground for BAB to decide on action to be taken – up to and including suspension or withdrawal of certification. BAB reserves the right to amend its surveillance fees to reflect these changes.
9. Any conditions, warranties or other terms implied by statute or common law are excluded from this agreement to the fullest extent permitted by law.
10. BAB’s total liability to the Client, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with this agreement shall be limited to the fees paid by the Client to BAB under this agreement. BAB shall not be liable to the Client for any loss of business, loss of profits or any other indirect or consequential loss. Nothing in this agreement excludes or limits liability for fraud or personal injury caused by negligence.
11. BAB may terminate this agreement with immediate effect: i) in the event that the Client breaches any of the terms of this agreement and fails to remedy the same within the period stipulated by BAB or ii) if a period of six months has elapsed from the Client’s first visit and certification has not been achieved.
12. In the event: i) a scheduled appointment is cancelled by the Client with less than five working days written notice; or ii) the Client requires a re-audit at the discretion of BAB, a fee of £499 plus VAT will be payable by the Client.
13. Immediately on termination and without prejudice to any other rights of BAB: (a) the Client’s certificate shall be withdrawn; and (b) the Client shall cease all use of the certificate issued and any associated logos and badges.
14. Save for the terms above, this agreement cannot be terminated prior to the end of the Term and all fees are payable for the duration of the Term and are non-refundable.
15. BAB has the right to display the Client’s certification and current audit status in the public domain for inspection.
16. BAB may refer to the Client’s certification in its marketing activities unless requested not to do so.
17. BAB may at any time assign, transfer, sub contract or deal or in any other manner with its obligations and rights.
18. If the certificate is rejected during a tendering process, the Client must notify BAB within five working days and provide BAB with i) full details of the organisation that has rejected the certificate and ii) copies of all relevant correspondence. If BAB is not successful in rectifying the relevant organisation’s decision within 14 days of receipt of i) and ii) above, all fees paid by the Client pursuant to this agreement up to the date of rejection shall be refunded by BAB within 28 days.
19. This agreement shall be governed by English law and any disputes will be heard in the English courts.