Terms & Conditions for the Provision of Accreditation Consultancy/Training/Internal Audit Services
This contract is made between the following parties:-
The Supplier
Monochrome Quality Services Ltd, referred to MQSL, a company formed under the laws of England, registered number 15161153.
And
The Client
1.1 Termination & Duration
1.1.1 This Agreement shall commence from the date hereof and shall remain in force until terminated.
1.1.2 Either party shall be entitled to terminate this Agreement forthwith by giving 30 days written notice to the other in the event that:
a) Either party is in breach of this Agreement and fails to remedy such breach (if capable of remedy) within 14 days of receiving written notice from the other party to do so; and/or
b) the other party goes into liquidation, becomes bankrupt or enters into an arrangement with creditors or members or has a receiver or administrator appointed.
1.2 Agreement & Fees
1.2.1 Nothing in this Agreement shall prohibit the Supplier from providing its services to any other person or organisation.
1.2.2 Nothing in this Agreement shall restrict either party from the use of any information technology, know-how, processes or techniques relating to the Services which such party’s personnel develop or acquire in the course of providing or receiving the Services and which is therefore retained mentally by, and forms part of, the general skill and knowledge of that party’s personnel, provided that in doing so such party does not infringe any Intellectual Property Rights of the other party (or third parties who have licensed or provided materials to the other party) or use or disclose any confidential information of the other party.
1.2.3 The Fees shall be as detailed in either the latest version of Rates Schedule available upon request or a sperate quotation issued by MQSL and are exclusive of any VAT which may be chargeable. Issued quotations are valid for 30 days after issue.
1.2.4 Up to four hours work will be charged at half a day rate. Any additional time worked over 4 hours will be charged at full day rate.
1.2.5 Works will be agreed between MQSL and The Client including dates for work to be performed by formal purchase order or by email agreement.
1.2.6 Where the Client cancels or postpones the date of a work after it has been agreed, a fee may be payable to compensate MQSL for loss of potential work on days booked.
Works Cancelled by the Client
Charge
Within 14 days of issue of the quotation or agreed dates
No charge
30 days or more before the start date of the of the agreed works
25% of full value of the purchase order/quotation
within 30 days of the start date the of the agreed works
100% of full value of the purchase order/quotation
1.2.7 In all cases, any non-refundable travel or subsistence costs that have been expended will be recovered from the customer at cost price.
Section 2: Terms & Conditions
2.1 Obligation Of MSQL
2.1.1 Use reasonable care and skill in providing the accreditation consultancy/internal audit services and shall perform them in a professional and timely manner according to the schedule agreed.
2.1.2 Will keep confidential any Client Information and that of its customers to which they may have become privy in the course of the provision of the services and store and retain such information except where:
• disclosure to another party has been authorised by The Client.
• disclosure is legally required by an enforcing agency.
2.1.3 MQSL will at all times maintain Professional Indemnity cover for £2 million against negligent acts, errors, or omissions.
2.1.4 MQSL shall advise of any risks to impartiality in respect of services and customers of the client where services are requested for such customers.
2.1.5 MQSL supports the policies and procedures of the Client regarding drugs, alcohol, security, confidentiality, and discrimination.
2.1.6 MQSL shall maintain the records of the Services provided in an orderly and auditable manner. MQSL will use commercially reasonable endeavors to ensure that Records shall be retained for five years, unless agreed otherwise and shall be made available if required for audit purposes by the Client.
2.1.7 MQSL will not sub-contract the performance of its obligations in whole or in part, without the prior written consent of The Client.
2.2 Obligation of The Client
2.2.1 Make known to MQSL all information which they may reasonably require to enable them to provide these services effectively and efficiently.
2.2.2 Keep confidential all information which The Client may acquire relating to MQSL method of work and fees.
2.2.3 Act on the advice of MQSL where applicable and appropriate, where this does not take place, this will be discussed and clearly advised.
2.2.4 Pay MQSL promptly and without deduction all fees due to them.
3.0 Statutory Late Payment Interest and Compensation
3.1 Payment Terms and Late Payment Remedies
3.1.1 Payment Period: The Client shall pay all invoices in full and in cleared funds within thirty (30) calendar days of the date on which the invoice is submitted by the MQSL (the "Due Date").
3.1.2 Statutory Interest: If any invoice remains unpaid after the Due Date, MQSL reserves the right to charge, and the Client shall pay, interest on the outstanding balance in accordance with the Late Payment of Commercial Debts (Interest) Act 1998. Such interest shall accrue daily from the date following the Due Date until payment is made in full (whether before or after judgment) at the statutory rate of eight percent (8%) per annum above the Bank of England base rate applicable during that period.
3.1.3 Statutory Compensation Fee: In addition to statutory interest, and in accordance with the Late Payment of Commercial Debts (Regulations) 2002, the Client shall pay a fixed statutory recovery and compensation fee of one hundred pounds (£100.00) per unpaid invoice to cover MQSL’s administrative costs in dealing with the late payment.
3.1.4 Recovery Costs: Pursuant to the Late Payment of Commercial Debts (Interest) Act 1998, MQSL reserves the right to claim any reasonable additional costs incurred in recovering the debt (including, but not limited to, legal costs and debt collection agency fees) where these costs exceed the fixed statutory compensation fee.
4.0 Issuance of Training Certificates
4.1.1 Certification and Release of Documentation
Conditions for Issuance: No training certificates, qualifications, accreditation documents, or official course completion letters (together, the "Certificates") shall be issued, released, or made available to the Client or any individual delegates until all outstanding invoices and fees relating to the respective training course (including any applicable taxes, interest, or late payment charges) have been paid in full and in cleared funds.
4.1.2 Company Liability: The Company shall have no liability whatsoever for any loss, damage, delay, or cost incurred by the Client or any third party arising out of or in connection with the non-issuance or delayed delivery of Certificates resulting from the Client’s failure to comply with payment terms.
4.1.3 No Waiver: The temporary or partial withholding of Certificates under this clause does not waive the Client's obligation to pay the outstanding balance, nor does it affect any other remedies or rights available to the Company under these Terms or general UK law (including the right to charge interest under the Late Payment of Commercial Debts (Interest) Act 1998).