Terms & Conditions

Version: V1.0
Last revised: 7th October 2024

1. Introduction

Unless otherwise agreed in a writing signed by authorised representatives of the parties, these Terms and Conditions (“Conditions”) apply to the provision of all services performed by International Management Systems Marketing Limited (“IMSM”) as set forth in one or more Services Agreements which incorporate these Conditions by reference. The Services Agreement and these Conditions are collectively referred to as the “Agreement” and constitute the sole and exclusive agreement between the parties regarding the Services. No other terms shall apply, including in any purchase order, order acknowledgment, or other document provided by the Client.

2. Definitions

2.1 General Definitions

• Agreement: The meaning set forth above.
• Applicable Laws: All applicable laws, statutes, regulations from time to time in force in the United States.
• Business Days: A day, other than a Saturday, Sunday or federal holiday in the United States, when banks in New York, New York are open for business.
• Business Hours: 9:00 am to 5:00 pm on any Business Day.
• Certification/Audit Agreement: Any Agreement 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 Agreement.
• Client: The company identified in the Service Agreement.
• Client Data: All information, data, text, logos, images, audio, video, and content in any form provided or transmitted by the Client to the Supplier in relation to or for use within IMSMLoop.
• Commencement Date: The date stated in the Key Terms.
• Confidential Information: All confidential information disclosed by a Discloser to a Recipient, whether orally or in written, or 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.
• Conditions: The meaning set forth above.
• Control: The power to direct or cause the direction of the management and policies of an entity, whether through the ownership of voting securities, by contract or otherwise.

2.2 Additional Definitions

• Data Protection Laws: Any applicable domestic or international data protection and privacy legislation in force from time to time.
• Discloser: A party to the Agreement when disclosing Confidential Information to a Recipient.
• Expenses: As defined in Section 3.2.
• Fees: Any sum payable by the Client to IMSM pursuant to any Agreement in consideration of any Services.
• IMSM: International Management Systems Marketing Ltd, a company registered in England and Wales with company number 03067339.
• Intellectual Property Rights: All rights including patents, copyrights, trademarks, service marks, business names, domain names, rights in designs, rights in computer software, and database rights.
• IMSMLoop: The IMSMLoop software, including the templates, content, and training material hosted in the platform, provided by the Supplier.
• Member: A Client entitled to participate in the QAS membership service.
• Personal Data: As defined in the Data Protection Laws.
• Recipient: A party to the Agreement when receiving Confidential Information from a Discloser.
• Services: The services to be provided by the Supplier to the Client as set out in the Key Terms.
• Supplier: Either IMSM or QAS.
• User: Any officer, director, employee, partner, agent, consultant, or professional adviser of the Client to whom the Client grants access to IMSMLoop.

3. Basis of Contract

• 3.1 The signing and returning of a Services Agreement by the Client will constitute an offer by the Client to purchase Services pursuant to that Services Agreement and on the basis of these Conditions.
• 3.2 Such offer will only become binding on the Supplier upon issuing its written acceptance of the same 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 Agreement.

4. Fees and Payment

• 4.1 The Client will promptly pay all Fees in the currency stated on the invoice.
• 4.2 The Client will reimburse the Supplier for all hotel, subsistence, travelling, and other ancillary expenses reasonably incurred.
• 4.3 If the Client cancels or fails to attend a meeting, they will be liable for the Fees and Expenses related to that meeting.

Fee Increases

• 4.4 The Supplier may increase the Fees at its discretion. If the Client terminates the Agreement within 30 days of an increase exceeding 20%, the Agreement will be terminated.

5. QAS Membership & Membership Upgrades

• 5.1 QAS Membership may be provided for a period following QAS certification without additional Fees being payable.
• 5.2 Membership will commence on the Commencement Date or Certification Date for new Clients.
• 5.3 Membership can be upgraded or downgraded at the Client’s request.

6. Availability of IMSMLoop

• 6.1 The Supplier will make IMSMLoop available to the Client and its Users as long as the Agreement is in effect.
• 6.2 The Supplier may alter IMSMLoop provided that any changes do not negatively impact its functionality and performance.

7. Extent of Rights to Use of IMSMLoop

• 7.1 The Client may permit access to IMSMLoop by its Users, including certification auditors.
• 7.2 The Client will not permit access by more than the maximum number of Users permitted by its Membership Level.
• 7.3 The Client will keep all identification, password or other Confidential Information relating to User accounts secure.

8. Suspension of Access to IMSMLoop

• 8.1 The Supplier may suspend access to IMSMLoop due to technical failures, modifications, or if the Client fails to comply with the Agreement.
• 8.2 During suspension, the Client will remain liable for all Fees.

9. Ownership Rights

• 9.1 All Intellectual Property Rights in IMSMLoop and the Supplier’s Confidential Information remain with the Supplier.
• 9.2 The Client retains ownership of any Intellectual Property Rights in its Confidential Information and in the Client Data.

10. Supplier Obligations

• 10.1 The Supplier represents and warrants that it has all necessary corporate power and authority to execute and perform its obligations.
• 10.2 The Supplier will use reasonable efforts to provide Services with care, skill, and diligence.

11. Client Obligations

• 11.1 The Client represents and warrants that it has all necessary corporate power and authority to execute and perform its obligations.
• 11.2 The Client will be solely responsible for the accuracy, quality, and integrity of all Client Data.

12. Data Protection & Confidentiality

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

13. Term and Termination

• 13.1 Each Agreement will commence on its Commencement Date and continue for the Initial Term.
• 13.2 Each Agreement will automatically renew for successive 12-month periods unless either party provides at least 90 days’ prior written notice.

14. Limitation of Liability

• 14.1 The Supplier’s total, aggregate 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.
• 14.2 Under no circumstances shall the Supplier be liable for any incidental, indirect, or consequential damages.

15. Force Majeure

• 15.1 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.

16. General Terms

• 16.1 The Supplier may vary or replace these Conditions with the Client’s agreement.
• 16.2 Nothing in these Conditions is intended to establish any partnership or joint venture between the parties.

17. Notices

• 17.1 Any notice given to a party shall be in writing and delivered by hand, pre-paid post, or email.

18. Governing Law and Jurisdiction

• 18.1 This Agreement will be governed according to the law of the State of New York, USA.
• 18.2 All actions shall be prosecuted exclusively in the federal or state court located in New York County, New York.

Schedule A: Data Processing Particulars

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

   • The Supplier may process Personal Data relating to Users as part of the authentication process.
   • Documents may be uploaded to the IMSMLoop platform by way of evidence for standards certification.
3. All Personal Data will be held securely for the duration of the Agreement.