Audit Service Agreement
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Audit Service Agreement

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SAI Global Terms and Conditions TERMS AND CONDITIONS FOR CE MARKING SERVICE In consideration, of amongst other things, the parties entering into this Agreement agree to be bound by the following terms and conditions: 1. Parties 1.1 SAI Global Assurance Services Ltd, Winterhill House, Snowdon Drive, Milton Keynes, MK6 1AX, United Kingdom (“SAI Global”), and 1.2 The Applicant (or the Certificate Holder) as detailed in the CE Marking Application Form. 2. Background 2.1 SAI Global is a provider of compliance evaluation and certification services. 2.2 The European Union has legislated that the manufacturers of designated categories of products to display a CE mark in order to legally show compliance with standards and enable placement of products on the market within the European Economic Area. 2.3 SAI Global is a Notified Body for a number of Directives, qualified to issue the CE mark, where Applicants or Certificate Holders have complied with certain directives as part of the compliance evaluation procedures. 2.4 The Applicant or the Certificate Holder has requested and SAI Global has agreed to provide the CE Marking Services subject to this Agreement. 3. Definitions 3.1 ‘Agreement’ means this document consisting of binding terms and conditions agreed between the parties including its Application Form, schedules, attachments or written and agreed amendments. 3.2 ‘Applicant’ or ‘Certificate Holder’ means the organisation or individual ...

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SAI Global
Terms and Conditions
R-CES-15 Issue 2
Issue Date 12 March 2008
© SAI Global Assurance Services Ltd Copyright 2008
Page 1 of 5
TERMS AND CONDITIONS FOR CE MARKING SERVICE
In consideration, of amongst other things, the parties entering into this Agreement agree to be bound by the
following terms and conditions:
1.
Parties
1.1
SAI Global Assurance Services Ltd, Winterhill House, Snowdon Drive, Milton Keynes, MK6 1AX, United Kingdom
(“
SAI Global
”), and
1.2
The
Applicant
(or the
Certificate Holder
) as detailed in the CE Marking Application Form.
2.
Background
2.1
SAI Global is a provider of compliance evaluation and certification services.
2.2
The European Union has legislated that the manufacturers of designated categories of products to display a CE
mark in order to legally show compliance with standards and enable placement of products on the market within the
European Economic Area.
2.3
SAI Global is a Notified Body for a number of Directives, qualified to issue the CE mark, where Applicants or
Certificate Holders have complied with certain directives as part of the compliance evaluation procedures.
2.4
The Applicant or the Certificate Holder has requested and SAI Global has agreed to provide the CE Marking
Services subject to this Agreement.
3.
Definitions
3.1
‘Agreement’ means this document consisting of binding terms and conditions agreed between the parties including
its Application Form, schedules, attachments or written and agreed amendments.
3.2
‘Applicant’ or ‘Certificate Holder’ means the organisation or individual detailed in and which submits the Application
Form and engages in the design, production, processing, packaging, distribution or marketing of a product, for the
CE Marking Service.
3.3
‘Application Form’ provides details of the Applicant or the Certificate Holder and the Product to be certified as
detailed in clause 6.
3.4
‘Certificate’ means the document issued by SAI Global as part of the Services.
3.5
‘Confidential Information’ means all material and any information about SAI Global’s business or Services, or the
business or Services of Testers, which also include all information and documents generated in connection with the
provision of the Services which is disclosed to the Applicant or the Certificate Holder and which the Applicant or the
Certificate Holder becomes aware of.
3.6
‘Directive’ means the council directive on the approximation of the laws of the Member States of the European
Union’s requirements for product safety and performance.
3.7
‘EU’ means the European Union.
3.8
‘Fee’ means the money payable to SAI Global for the Services.
3.9
‘Intellectual Property’ means trade marks, logos, brands, business and trading names, copyright, Confidential
Information, designs, processes, forms, templates and procedures, and patents of SAI Global or SAI GLOBAL,
including the 5 ticks Standards Mark and the SAI Global red roundel trade mark whether registered or not and
including any moral rights.
3.10
‘Member State’ means a member of the European Union which has adopted the relevant Directive.
3.11
‘Notified Body’ means an organisation designated by a member state government and notified by the European
Commission to issue certification of compliance with the Directives.
3.12
‘Product’ means the goods, material, processes presented by the Applicant or the Certificate Holder for assessment
as detailed in the Application form.
3.13
‘Services’ means the performance of the compliance evaluation work compliant with the Directives and if
satisfactory, the issuing of certificates of conformity which are provided for and on behalf of SAI Global under this
Agreement and any further work that may be incidental to these services.
3.14
‘Tester’ means the party including laboratories, who undertakes the testing, analysis, review, research process in
determining the compliance of the Product with the Directive requirements.
3.15
‘UKAS’ means the United Kingdom Accreditation Service.
4.
Interpretation
4.1
Any reference in this Agreement to a clause or schedule is a reference to a clause or schedule of this Agreement
and references in any Schedule to paragraphs relate to the paragraphs in that Schedule.
4.2
Schedules forming part of this Agreement shall have full force and effect as if expressly set out in the body of this
Agreement.
4.3
Headings are for convenience only and do not affect the interpretation of this Agreement.
4.4
This Agreement may not be construed adversely to a party by reason that that party prepared it, or any part of it.
4.5
Terms in this document which have the singular will also include the plural in context and any reference to a
particular gender will also mean the other in context.
4.6
All reference to currency, money, payment or Fees is in British Pounds, unless expressly stated otherwise in this
Agreement.
4.7
All correspondence in relation to, and all dealings and interpretation in connection with, this Agreement will be in
English.
SAI Global
Terms and Conditions
R-CES-15 Issue 2
Issue Date 12 March 2008
© SAI Global Assurance Services Ltd Copyright 2008
Page 2 of 5
4.8
This Agreement will operate in concert with the Application Form. Where an inconsistency arises between this
Agreement and the Application Form, this Agreement will prevail to the extent of the inconsistency.
5.
CE Marking
5.1
The Applicant or the Certificate Holder accepts to be bound by the terms of this Agreement and will comply with the
requirements and instructions issued by SAI Global from time to time.
5.2
SAI Global will provide the Services as a Notified Body subject to requirements which are imposed upon SAI Global
by virtue of the Directives.
5.3
The CE Marking will be applied in accordance with the requirements as stipulated by the Directives and will not be
used in a manner inconsistent with the Directives.
5.4
By undertaking the Services or the issuing of the CE mark, SAI Global is not restricted or limited in any capacity or
right to appoint any number of CE marks to any applicant at any time, whether a competitor of the Applicant or the
Certificate Holder or otherwise.
5.5
This Agreement commences on the date of the signing of the Application Form.
6.
Performance requirements
6.1
The parties agree to be bound by the performance requirements as detailed in this Agreement and the respective
Application Form.
6.2
The Applicant or the Certificate Holder will comply with any requirement, decision or instruction as notified by SAI
Global, UKAS, EU, any Directive or relevant legislation.
6.3
At all time the Applicant or the Certificate Holder is responsible to comply with relevant laws and the operations of
its business obligations.
6.4
The Applicant or the Certificate Holder will provide to SAI Global:
6.4.1
A completed and signed Application Form for CE Marking.
6.4.2
If required, access for SAI Global or SAI Global’s representatives to their staff, premises and Products to
enable for the timely delivery of the Services. The Applicant or the Certificate Holder must promptly comply
with any reasonable requirements of SAI Global in relation to the Applicant’s or the Certificate Holder’s
product, process or service, including allowing a representative of a relevant accreditation body to witness a
Certification Service being provided by SAI Global at the relevant location.
6.4.3
Provide SAI Global with a safe working environment including advising in advance of any risks, danger,
hazards, security risk, working conditions, safety equipment requirements including the characteristics of a
Product being explosive, toxic, radioactive, poisonous, polluting.
6.4.4
Documents and all technical information required by the relevant Directive(s).
6.4.5
If required, the necessary product samples for testing, inspection and other assessment work
required to verify compliance.
6.4.6
If required, the necessary quality system documentation for assessment work required to verify
compliance.
6.4.7
Information, if applicable, detailing the product that has been previously sold and is now upgraded or
repaired to be sold as-new in the market.
6.4.8
A declaration that the Application being submitted in respect of a particular Directive has not been made to
any other Notified Body.
6.5
SAI Global will provide the Services;
6.5.1
Based on the instructions provided by the Applicant or the Certificate Holder only; and
6.5.2
In a timely manner where the Applicant or the Certificate Holder has provided sufficient scope for the Tester
to perform their tasks and enable delivery of the Services within the agreed timeframe; and
6.5.3
Based on the detail provided in the Application Form; and
6.5.4
In compliance with the Directives; and
6.5.5
The process or methods deemed appropriate by SAI Global.
6.6
Findings, reports, outcomes, analysis, results (‘Outputs’) arising as part of the Services will reflect the quality or
quantity of the co-operation of the Applicant or the Certificate Holder with respect to clause 6.4. Where an Output is
not of a standard justifying certification, SAI Global may, in its sole discretion, decline to issue the Certificate of
Conformance, and do so without liability.
6.7
The CE Marking provided by SAI Global will be based on and reflect only the sample/s of the Product provided at
the time, and to the extent of, compliance with respect to clause 6.4.
6.8
SAI Global may utilise an agent, subcontractor or third party in the provision of Services and is permitted to provide
Confidential Information and data of the Applicant or the Certificate Holder and its product/s to them.
6.9
All Product samples provided to SAI Global and with respect to clause 6.6 may be retained for a 3 month period
after which the sample may be collected by the Applicant or the Certificate Holder or disposed of at the SAI Global’s
discretion including being destroyed without liability.
6.10
In the event the Applicant or the Certificate Holder breaches or fails to comply with the requirements arising under
this Agreement SAI Global may take actions in relation to the CE Marking it deems necessary including not issuing
any certification, amending or revoking a certificate.
6.11
The Applicant or the Certificate Holder will advise SAI Global if there are any changes to the product, quality
system, manufacturing process/location or contractual details.
If these impact on the compliance of the product
with the relevant Directive, they will be communicated to SAI Global for approval prior to implementation.
For
SAI Global
Terms and Conditions
R-CES-15 Issue 2
Issue Date 12 March 2008
© SAI Global Assurance Services Ltd Copyright 2008
Page 3 of 5
instance, changing the design of the product, materials of construction or subcontractors, are changes that will
impact on the compliance, and therefore, require approval from SAI Global prior to implementation.
6.12
The Applicant or the Certificate Holder will advise SAI Global on any issues, adverse incidents, withdrawals or
recalls concerning the certified products, including any information given to the market on the limitations,
prohibitions or warnings on the use of the product.
6.13
The Applicant or the Certificate Holder will retain all documents and data relating to the compliance of the product
for the minimum number of years as required by the applicable Directive(s).
6.14
The Applicant or the Certificate Holder will display the CE marking and the relevant SAI Global Notified Body
identification number as required by the relevant Directive(s) on the products stated on the Certificate.
The
Applicant or the Certificate Holder will not make any misleading or incorrect statements regarding the CE marking.
7.
Payment
7.1
In exchange for the performance of the Services, the Applicant or the Certificate Holder will pay the applicable Fees
within the timeframes stipulated on the invoice or as directed by SAI Global.
SAI Global will provide payment
direction as applicable in each global region.
SAI Global reserves the right to amend its Schedule of Fees at any
time or to otherwise review agreed pricing principles and to require payment of fees in advance.
7.2.
All Fees are exclusive of any value added tax (VAT) or other sales or withholding tax for which the Applicant or the
Certificate Holder may be additionally liable to make payment for at the applicable rate.
7.3.
The payment shall only be deemed made upon receipt of cleared funds in SAI Global’s bank account.
The payment
shall be made in full without any abatement, set off or deduction on any grounds.
7.4
SAI Global shall be entitled to recover from the Applicant or the Certificate Holder any and all expenses incurred by
SAI Global in recovering overdue amounts including daily interest at 5% of the invoice amount from the day the due
amount was invoiced.
7.5
In the event of a dispute, the Applicant or the Certificate Holder will still pay the invoice amount in full where any
disputed amount will be dealt with in compliance with clause 23.
8.
Confidentiality
8.1
SAI Global ensures that its employees, agents and contractors treat as confidential and do not disclose to any other
third party without the prior written consent of the Applicant or the Certificate Holder, any proprietary or confidential
information belonging to the Applicant or the Certificate Holder with which SAI Global becomes acquainted during
the term of the Agreement except that, where SAI Global considers it appropriate, SAI Global may disclose the
name, nature, status, scope or effect of the certification.
8.2
Nothing in 8.1 restricts SAI Global from disclosing information obtained as a result of the services provided, to a
relevant regulatory body, wherein SAI Global’s opinion, the health or safety of another party may be compromised.
8.3
SAI Global possesses valuable information, technical knowledge, experience and data of a secret and confidential
nature forming the Confidential Information, all of which are regarded as commercial assets of considerable value.
8.4
The Applicant or the Certificate Holder will not use Confidential Information without SAI Global’s written consent and
may only use the CE Marking in compliance with the Directives.
8.5
The Applicant or the Certificate Holder will not use whether directly or indirectly or turn to its advantage in any way
or profit from the use of the Confidential Information at any time or any other purpose without SAI Global’s written
consent.
9.
Good faith & reputation
9.1
Both parties will exercise good faith in their dealings with the other.
9.2
Each party will conduct itself so as to not injure the reputation, goodwill or represent themselves as being, of the
other party.
10.
Insurance
The Applicant or the Certificate Holder must effect and keep effected sufficient insurance including product and third
party liability and professional indemnity to cover its compliance with the operation of this Agreement in accordance
with normal commercial practices with a reliable and established insurance provider during this Agreement and for
the period after this expiry or termination of this Agreement.
11.
Indemnity
11.1
The Applicant or the Certificate Holder fully indemnifies SAI Global against all losses, liabilities, costs, damages,
claims or expenses, (including, but without limitation, legal fees on a Solicitor/Client basis) whether arising in tort
(including, but not limited to, negligence), contract or statute that arise:
11.1.1
out of or in connection with any representation, action or omission by the Applicant or the Certificate
Holder, including the Applicant’s or the Certificate Holder’s performance or failure to perform under this
Agreement, or in relation to the use of the CE Marking or work of the Tester. This condition will remain in
force after the termination of the conformity assessment procedure for whatsoever cause for a minimum
period of 10 years, and
11.1.2
from any act or omission from the participation of the Tester in the delivery of Services or claim by the
Tester against SAI Global for the act or omission of the Applicant or the Certificate Holder in relation to
the Tester, the Applicant’s or the Certificate Holder’s Product or in relation to the issuance, including non-
issuance, of a CE Marking,
11.1.3
in connection with any termination under clause 15 of this Agreement.
12.
Limitation of liability
SAI Global
Terms and Conditions
R-CES-15 Issue 2
Issue Date 12 March 2008
© SAI Global Assurance Services Ltd Copyright 2008
Page 4 of 5
12.1
At no time is SAI Global or any of its affiliates liable directly or indirectly including being liable for any consequential,
economic, data, revenue, profits or performance, loss, damage or claim of the Applicant or the Certificate Holder or
its affiliates operations or other loss or damage arising from this Agreement including in tort (including, but not
limited to, negligence), contract, statute or otherwise.
12.2
With respect to clause 12.1, in the event that SAI Global is proven to be liable, the accumulated liability may be less
than but will not be greater than the Fee received by SAI Global during the twelve month period in which the proven
cause of action arose.
12.3
The Applicant or the Certificate Holder is fully liable for any death, personal injury, damage to real property, breach
of clause 8 and 13 to the extent of the damage or loss without limit.
12.4
Notwithstanding other clauses of this Agreement, SAI Global will not be liable for a breach of this Agreement for
failure of the Applicant or the Certificate Holder to comply with clause 6 of this Agreement.
12.5
The Applicant or the Certificate Holder accepts that the testing procedures and Outcomes are the sole responsibility
of the Tester and not of SAI Global and SAI Global is not liable or responsible for the Outcomes of the Tester.
13.
Intellectual Property
13.1
All rights, interests and ownership of all Intellectual Property owned prior to the parties entering into this Agreement
(Pre-existing IP) will at all times remain vested with that party during and after expiration, of this Agreement and no
claim, encumbrance or dealing in Pre-existing IP will be made by the party to whom the Pre-existing IP has been
provided.
13.2
Where newly developed Intellectual Property, not being Pre-existing IP, is created in the provision of Services under
this Agreement (Developed IP) the Developed IP will vest in SAI Global unless expressly agreed to in writing
between the parties at each instance.
13.3
SAI Global owns or is the licensee of all the Intellectual Property supplied by SAI Global and the Applicant or the
Certificate Holder will not unlawfully deal with, encumber or restrict SAI Global in the use of its Intellectual Property.
13.4
The CE Marking may only be used for the purpose of Product endorsement as certified and in compliance with the
Directives, laws and regulations of the EU in the European Economic Area. Failure to comply with the certification
requirements including use of the CE logo may result in the suspension, withdrawing or placement of restrictions
upon the Applicant or the Certificate Holder until compliance is restored.
13.5
UKAS or its delegate may also enforce any requirement upon the Applicant’s or the Certificate Holder’s certification
of use or restriction on the use, of the CE logo.
14.
Assignment
The Applicant or the Certificate Holder must not assign or transfer the benefit of this Agreement without the prior
written consent of SAI Global.
15.
Termination
15.1
SAI Global may immediately terminate this Agreement, by notice in writing without liability to the Applicant or the
Certificate Holder, if any of the following happens:
15.1.1 The Applicant or the Certificate Holder breaches a term of this Agreement and fails to remedy that breach
within fourteen (14) days of a notice from SAI Global specifying the breach,
15.1.2 The Applicant or Certificate Holder enters into liquidation whether compulsorily or voluntarily (otherwise
than for the purposes of amalgamation or reconstruction) or compound with their creditors or take or suffer
any similar action in consequence of debt.
15.2
Notwithstanding clause 15.1, SAI Global may terminate this Agreement without cause on providing fourteen (14)
days written notice to the CE Marking, without liability.
15.3
SAI Global may notify other Notified Bodies and regulatory bodies if the certification is terminated or refused.
15.4
On the expiry or termination of the Agreement howsoever caused, the Applicant or the Certificate Holder shall
deliver up to SAI Global all property of SAI Global and all Intellectual Property and documents relating to the
Services which have been prepared by or supplied to the Applicant or the Certificate Holder and shall make no
further use of them.
The Applicant or the Certificate Holder will immediately cease affixing CE Marking to the
product and removes CE Marking from any product in its possession and discontinues to use or reference SAI
Global and CE Marking in all documents, advertising or promotional material.
15.5
Termination of this Agreement will be without prejudice to the rights and obligations of the parties that accrued prior
to such termination and that termination of this Agreement will not effect any term which is to survive including
clauses 8,9,10,11,12,13.
16.
Governing Law & Jurisdiction
16.1
This Agreement is governed by and must be construed in accordance with the laws of England. The parties submit
to the jurisdiction of the Courts of England in respect of all matters or things arising out of this Agreement.
16.2
The Applicant or the Certificate Holder is responsible for ensuring compliance with local laws and regulations
including the use of any marketing materials or the sales process.
17.
No partnership or agency
17.1
Nothing in this Agreement may be construed as creating a relationship of partnership, joint venture, of principal and
agent or of trustee and beneficiary between SAI Global and the Applicant or the Certificate Holder or the Tester and
SAI Global.
17.2
SAI Global may communicate directly with customers, distributors/dealers and/or sub-contractors and agents of
Applicant or the Certificate Holder in the ordinary course of business.
18.
Non-competition & conflict of interest
SAI Global
Terms and Conditions
R-CES-15 Issue 2
Issue Date 12 March 2008
© SAI Global Assurance Services Ltd Copyright 2008
Page 5 of 5
18.1
The Applicant or the Certificate Holder agrees that, the CE Marking shall not provide a right to enable the Applicant
or the Certificate Holder to issue certification of the CE marking.
18.2
The Applicant or the Certificate Holder warrants refraining from any activity or endeavour which may create a
conflict of interest with its responsibilities under this Agreement.
19.
Representations
The CE Marking must not incur any obligation or make any promise, undertaking, warranty or representation on
behalf of SAI Global except with the prior written consent of SAI Global in each instance.
20.
Co-Operation
The Applicant or the Certificate Holder will provide timely provision of, and access to, office accommodations,
facilities, equipment and assistance, cooperation, complete and accurate information, plans, specifications, clear
instructions and data from its officers, subsidiaries,
customers, agents, and employees. If any of the
aforementioned items essential to performance of the Services by SAI Global are not provided or provided in a way
that SAI Global is unable to perform the Services in a timely manner, SAI Global will so inform the Applicant or
Certificate Holder in writing and the Applicant or the Certificate Holder will promptly remedy the matter with SAI
Global’s obligation to delivery extended in proportion to the delay created by the Applicant or the Certificate Holder,
without liability.
21.
Terms to Govern
Any different, conflicting or additional terms (other than terms as to quantities and proposed delivery dates) in any
purchase order or other writing from the Applicant or the Certificate Holder shall be of no force or effect unless they
shall constitute a waiver, modification or amendment under this Agreement agreed to in writing between the parties.
22.
Notices
All communications between the parties hereunder shall be in writing (by mail, confirmed facsimile, courier, telex,
telegraph or email), costs prepaid, and shall be addressed to the parties at the addresses set forth in the application
form.
All such notices, acceptances and communications shall be deemed properly given when received by the
party to whom such communication is addressed.
23.
Appeals Process
In the event the Applicant or the Certificate Holder has a material issue with respect to the Services, then an appeal
can be made to have an SAI Global certification decision reviewed, it shall do so within 20 business days from the
decision in writing, together with the reasons of appeal, to the CE Marking Service Program Manager in the address
on the Application form.
The CE Marking Program Manager shall appoint an appeal panel of 3 members, none of
which shall have any commercial interest in the subject under review.
The appeal panel shall convene within 30
business days of the appeal notice and make a decision which both parties shall comply with. The appeal cannot be
made in respect to a SAI Global decision made under clause 15.
24.
Severability
24.1
If a provision of this Agreement is invalid or unenforceable in a particular jurisdiction:
24.1.1 It is read or severed in that jurisdiction only to the extent of the invalidity or unenforceability; and
24.1.2 It does not affect the validity or enforceability of that provision in another jurisdiction or the remaining
provisions in any jurisdiction.
24.2
In the event that any provision of this Agreement is declared invalid or void, the parties agree to meet promptly upon
request of the other party in an attempt to reach an agreement on a substitute provision, and, if unable to reach
agreement, invoke the appeals process in clause 23.
31.
Review
The Applicant or the Certificate Holder will produce and retain information and documents, to the extent and in a
form which enables prompt and accurate verification of each transaction or matter, including payment of Fees, in
respect of this Agreement.
32.
Miscellaneous
32.1
Counterparts - This Agreement may consist of a number of counterparts and the counterparts taken together form a
single Agreement.
32.2
Complete Agreement – This Agreement forms the complete agreement about its subject matter between the parties
and supersedes any previous agreements between the parties.
32.3
Amendments to Agreement – No party may vary, or add to, any part of this Agreement, except by means of a
written instrument properly executed by both parties.
32.4
Any waiver of a provision of this Agreement or a right or remedy arising under this Agreement, including this clause,
must be in writing and signed by the parting granting the waiver.
32.5
Force majeure - SAI Global shall not be liable for any failure or delay in delivery, in whole or in part, or for any other
failure or delay in performance of any of its obligations under this Agreement if such failure or delay is caused by
circumstances not directly under its control, including, by way of illustration but not limitation, war and war measures
(whether declared or not), sabotage, insurrection, riot or other act of civil disobedience, act of a public enemy, flood,
storm, act of God, act of terrorism, government orders and requirements, strikes, lockouts, fires explosions,
shortages of labour, fuel, failures or delay of suppliers or carriers.
32.6
Authentic text - The authentic text of this Agreement is the English language version. Any translation of this
Agreement does not control the interpretation or construction of this agreement.