Terms & Conditions

1. GENERAL

1.1 Unless otherwise agreed in writing all offers or services provided by Social Care Services shall be governed by these General Terms and Conditions ("the Terms").

1.2 These Terms and as applicable, the Proposal and the Application constitute the entire agreement (the "Contract") between the Client and Social Care Services with respect to the subject matter hereof. Save as otherwise provided, no variation to the Contract shall be valid unless it is in writing and signed by the Client if an individual or by a director duly authorised on behalf of the Client and Social Care Services.

1.3 Where a Certificate is issued to the Client, Social Care Services will provide the Services using reasonable care and skill.

2. DEFINITIONS

"Application" means the request for services by a Client;

"Assessment" means an assessment of the Client’s management system or systems to ascertain conformity to the relevant Standard.

"Certificate" means the Certificate issued by Social Care Services.

"Client" means the client identified in the Proposal.

"Contract" means the agreement between the parties for Social Care Services to carry out the Assessment and provide a Report in accordance with the Proposal.

"Engagement" means the action of signing Social Care Services Proposal as confirmation of the Client’s desire to engage the services of Social Care Services and confirmation that the Client agrees Social Care Services General Terms and Conditions.

"Proposal" means the outline of services to be rendered by Social Care Services to the Client.

"Report" means a report issued by Social Care Services to the Client, when stipulated within the scope of the proposal.

"Standard" means the relevant ISO or proprietary standard to which Social Care Services will assess the Client’s conformity.

"Visit" means the relevant pre-assessment meeting or on-site audit (including annual surveillances) undertaken by Social Care Services on the Client’s premises.

3. SERVICES

3.1These General Conditions cover the following services ("the Services"):

(a) System certification services: quality & environmental.

(b) Service certification services in accordance with non-mandatory normative documents, specifications or technical regulations;

(c) Process certification services;

(d) Audit to National Minimum Standards.

(e) Specialist Consultant Services

3.2 Any recommendation given in a Report is not binding on Social Care Services and the decision to issue a Certificate is at the sole discretion of Social Care Services.

3.3 The Client acknowledges that Social Care Services, either by entering into the Contract or by providing the Services, neither takes the place of the Client or any third party, nor releases them from any of their obligations, nor otherwise assumes, abridges, abrogates or undertakes to discharge any duty of the Client to any third party or that of any third party to the Client.

3.4 Certification, suspension, withdrawal or cancellation of a Certificate shall be in accordance with the applicable Codes of Practice.

3.5 Social Care Services may delegate the performance of all or part of the Services to an agent or a subcontractor and the Client authorises Social Care Services to disclose all information necessary for such performance to the agent or subcontractor.

4. OBLIGATIONS OF THE CLIENT

4.1 The Client shall ensure that all access, assistance, information, records, documentation and facilities are made available to Social Care Services when required by Social Care Services, including the assistance of properly qualified, briefed and authorised personnel of the Client. The Client shall in addition provide Social Care Services free of charge suitable space for conducting meetings.

4.2 So far as it is permitted by law, the Client acknowledges that, it has not been induced to enter into the Contract in reliance upon, nor has it been given, any warranty, representation, statement, assurance, covenant, agreement, undertaking, indemnity or commitment of any nature whatsoever other than as are expressly set out in these General Terms and Conditions and to the extent that it has been it unconditionally and irrevocably waives any claims, rights or remedies which it might otherwise have had in relation thereto. Any conditions or stipulations issued by the Client which are inconsistent with or which purport to modify or add to these General Terms and Conditions shall have no effect unless expressly accepted in writing by Social Care Services.

4.3 The Client shall take all necessary steps to eliminate or remedy any obstacles to or interruptions in the performance of the Services.

4.4 The Client accepts that the agreed date, time and place of the Visit shall be binding. Should the Client need to rearrange the Visit for any reason notice of ten (10) working days must be given to Social Care Services in writing. If the Client fails to provide the required notice to Social Care Services then the Client accepts that Social Care Services in its sole discretion may charge the Client an administration fee (currently £50).

4.5 In order to allow Social Care Services to comply with the applicable health and safety legislation the Client shall provide Social Care Services with all available information regarding known or potential hazards likely to be encountered by Social Care Services personnel during their visits. Social Care Services shall take all reasonable steps to ensure that whilst on the Client’s premises, its personnel comply with all health and safety regulations of the Client, provided that the Client makes Social Care Services aware of the same.

4.6 The Client may only reproduce or publish extracts of any report of Social Care Services if the name of Social Care Services does not appear in any way or the Client has obtained the prior written authorisation of Social Care Services. Social Care Services reserves its rights to lodge a complaint in case of disclosure in breach of this clause or disclosure which Social Care Services considers in its sole discretion is inappropriate. The Client shall not publicise details of the way in which Social Care Services performs, conducts or executes its operations.

4.7 The Client shall immediately inform Social Care Services of any and all changes in the nature of their business methods of operation or premises in writing which may affect their ISO certifications; this includes management system, their service, their process or their skills. Any breach of this obligation to inform may lead to the withdrawal of the Certificate. Furthermore, the Client is bound to inform Social Care Standards in writing of any major non conformity identified during internal audits undertaken by the Client, its partners or public authorities.

5. FEES AND PAYMENT

5.1 The fees quoted to the Client cover all stages leading to completion of the scope of proposal. Fees are based on the charge rate applicable at the time of submitting a Proposal. Social Care Services may increase its fees if the Client’s instructions change or are found to be not in accordance with the initial details supplied to Social Care Services prior to it providing the relevant fee quotation (e.g. client notification of financial turnover). Clients will be notified of any increase in fees.

5.2 Additional fees shall be charged for operations that are not included in the Proposal and for work required due to non-conformances being identified. These will include, without limitation, costs resulting from:

(a) Repeats of any part, or all, of the Assessment or operations due to the registration procedures and rules not being met;

(b) Additional work due to suspension, withdrawal and/or reinstatement of a Certificate;

(c) Reassessment due to changes in the management system or process or services; or

(d) Compliance with any subpoena for documents or testimony relating to work performed by Social Care Services.

5.3 Without prejudice to clause 5.2, additional fees will be payable at Social Care Services charging rates in force from time to time in respect of rush orders, cancellation or rescheduling of services or any partial or full repeats of the assessment programme or operations which are required by the client.

5.4 Unless otherwise stated all fees quoted include travelling and subsistence costs. All fees and additional charges are exclusive of any applicable Value Added Tax, Sales Tax or similar tax in the country concerned.

5.5 On Engagement, Social Care Services shall issue an invoice equal to no more than one third of the total fee quoted. Following the Visit, Social Care Services shall issue a further invoice to the Client. A third and final invoice for the balance shall be issued by Social Care Services after the Audit has been conducted, (If relevant to the provision of service) or; on completion of work carried out by Social Care Services. Invoices for additional and further work will be issued on completion of the relevant task. In the case of annual surveillances, Social Care Services shall issue an invoice for the full amount on Engagement. The Client agrees that all invoices are to be paid within fourteen (14) days of the date of each invoice (the "Due Date") regardless of whether the Client’s system or systems qualify for certification, failing which interest will become due at a rate of 1.5% per month (or such other rate as may be established in the invoice) from the Due Date up to and including the date payment is actually received. PLEASE NOTE: The relevant Certificate will only be issued once full payment has been made.

5.6 Any use by the Client of any Report or Certificate or the information contained therein is conditional upon the timely payment of all fees and charges. Social Care Services reserve the right to cease or suspend all work and/or cause the suspension or withdrawal of any Certificate for a Client who fails duly to pay an invoice.

5.7 The Client shall not be entitled to retain or defer payment of any sums due to Social Care Services on account of any dispute, counter claim or set off which may allege against Social Care Services.

5.8 The Client shall pay all Social Care Services collection costs including reasonable legal fees and related costs.

6. REPORT AND CERTIFICATE OWNERSHIP AND INTELLECTUAL PROPERTY

Any document including but not limited to any Report or any Certificate provided by Social Care Services and the copyright contained therein (except documents produced for the Client’s everyday use) shall be and remain the property of Social Care Services and the Client shall not alter or misrepresent the contents of such documents in any way. The Client shall be entitled to make copies for its internal purposes only. Duplicates of Certificates are available upon request for external communication purposes.

7. COMMUNICATION

The Client may promote its certification. Use of Social Care Services corporate name or any other registered trademarks for advertising purposes is not permitted without Social Care Services prior written consent.

8. CONFIDENTIALITY

8.1 As used herein, "Confidential Information" shall mean any oral or written proprietary information that a party may acquire from the other party pursuant to the Contract or information as to the business of the other party provided, however, that Confidential Information shall not include any information which:

(1) is or hereafter becomes generally known to the public;

(2) was available to the receiving party on a non-confidential basis prior to the time of its disclosure by the disclosing party;

(3) is disclosed to a party by an independent third party with a right to make such disclosure.

8.2 Unless required by law or by a judicial, governmental or other regulatory body, neither party nor their agents or subcontractors shall use Confidential Information other than for the purpose of the Contract nor disclose the other’s Confidential Information to any person or entity without the prior written approval of the other party except as expressly provided for herein.

9. DURATION AND TERMINATION

9.1 Unless otherwise agreed, the Contract shall continue (subject to the termination rights set out in these General Terms and Conditions) for the term set forth in the Proposal (the "Initial Term").

9.2 Social Care Services is entitled, at any time prior to the issue of a Certificate, to terminate the Contract if the Client is in material breach of its obligations and, following receipt of notice of such breach, the Client fails to remedy to the satisfaction of Social Care Services such breach within 30 days.

9.3 Either Party shall be entitled to terminate immediately the provision of the Services in the event of any arrangement with creditors, bankruptcy, insolvency, receivership or cessation of business by the other Party.

9.4 Unless otherwise agreed in writing, the rights and obligations of the parties defined in clauses 8, 9, 12, 13 and 14 shall apply notwithstanding the completion of the Services or termination of the Contract.

9.5 In case the Client transfers its activities to another organisation, the transfer of Certificates are subject to Social Care Services prior written consent. Where such consent is given, the use of the Certificate by such new organisation shall be governed by the Contract.

10. FORCE MAJEURE

If Social Care Services is prevented from performing or completing any service for which the Contract has been made by reason of any cause whatsoever outside Social Care Services control, including but not limited to, acts of god, war, terrorist activity or industrial action; failure to obtain permits licenses or registrations; illness, death or resignation of personnel or failure by Client to comply with any of its obligations under the Contract, the Client will pay to Social Care Services:

(a) the amount of all abortive expenditures actually made or incurred;

(b) a proportion of the agreed fees equal to the proportion (if any) of the service actually carried out.

11. LIMITATION OF LIABILITY AND INDEMNITY

11.1 Social Care Services undertakes to exercise reasonable care and skill in the performance of the Services and accepts responsibility only in cases of proven negligence.

11.2 Nothing in these General Terms and Conditions shall exclude or limit Social Care Services liability to the Client for death or personal injury or for fraud or any other matter resulting from Social Care Services negligence for which it would be illegal to exclude or limit its liability.

11.3 Subject to clause 11.2, the total liability of Social Care Services to the Client in respect of any claim for loss, damage or expense of any nature and howsoever arising shall be limited, in respect of any one event or series of connected events, to an amount equal to the fees paid to Social Care Services under the Contract (excluding Value Added Tax thereon).

11.4 Subject to clause 11.2, Social Care Services shall have no liability to the Client for claim for loss, damage or expense unless arbitral proceedings are commenced within one year after the date of the performance by Social Care Services of the service which gives rise to the claim or in the event of any alleged non-performance within one year of the date when such service should have been completed.

11.5 Subject to clause 11.2, Social Care Services shall not be liable to the Client nor to any third party:

(a) for any loss, damage or expense arising from (i) a failure by the Client to comply with any of its obligations herein; (ii) any actions taken or not taken on the basis of the Reports or Certificates; and (iii) any incorrect results, Reports or Certificates arising from unclear, erroneous, incomplete, misleading or false information provided to Social Care Services;

(b) for loss of profits, loss of production, loss of business or costs incurred from business interruption, loss of revenue, loss of opportunity, loss of contracts, loss of expectation, loss of use, loss of goodwill or damage to reputation, loss of anticipated savings, cost or expenses incurred in relation to making product recall, cost or expenses incurred in mitigating loss and loss or damage arising from the claims of any third party (including without limitation product liability claims) that may be suffered by the Client; and

(c) any indirect or consequential loss or damage of any kind (whether or not falling within the types of loss or damage identified in (b) above).

11.6 Except for cases of proven negligence or fraud by Social Care Services, the Client further agrees to hold harmless and indemnify Social Care Services and its officers, employees, agents or subcontractors against all claims (actual or threatened) by any third party for loss, damage or expense of whatsoever nature including all legal expenses and related costs and howsoever arising (i) relating to the performance, purported performance or non-performance of the Services or (ii) out of or in connection with the Client's product, process or service the subject of the certification (including, without limitation, product liability claims).

11.7 Each party shall take out adequate insurance to cover its liabilities under the Contract.

12. MISCELLANEOUS

12.1 If any one or more provisions of these General Terms and Conditions are found to be illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

12.2 Except as expressly provided for herein, the Client may not assign or transfer any of its rights hereunder without Social Care Services prior written consent.

12.3 Neither party shall assign the Contract without the prior written consent of the other Party such consent shall not be unreasonably withheld. Any assignment shall not relieve the assignor from any liability or obligation under the Contract.

12.4 The Contracts (Rights of Third Parties) Act 1999 shall not apply to these General Terms and Conditions or the Contract.

12.5 A Party giving notice under these General Terms and Conditions must do so in writing with such notice being hand delivered or sent by prepaid, first class post or facsimile to the address for the other Party as set out in the Application.  A notice will be deemed received by the other Party:

(a) if hand delivered, on the date of delivery;

(b) if sent by first class post, three days after the date of posting;

(c) if sent by facsimile, the time indicated on the sending Party's facsimile transmission confirmation message.

12.6 The Parties acknowledge that Social Care Services provides the Services to the Client as an independent contractor and that the Contract does not create any partnership, agency, employment or fiduciary relationship between Social Care Services and the Client.

12.7 Any failure by Social Care Services to require the Client to perform any of its obligations under these General Terms and Conditions or the Contract shall not constitute a waiver of its right to require performance of that or any other obligation.

13. DISPUTES

Unless specifically agreed otherwise, all disputes arising out or in connection with these General Terms and Conditions or the Contract shall be governed by the laws of England in accordance with the Arbitration Act 1996 and by a single arbitrator appointed between the parties.

14. APPEALS

It is the policy of the Social Care Services to give each Application a fair and consistent Assessment. If a client becomes dissatisfied with any aspect of the Assessment, they may appeal by giving notice in writing to the Partners within 21 days of the Assessment date.

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