Conditions of Engagement for Professional Services
1. Services Provided:
Quality Auditing Specialists Ltd (QAS Ltd) will perform its services in accordance with reasonable standards of skill, care and diligence generally exercised by the profession in New Zealand subject to any financial physical time or other restraints imposed by the Client or resulting from the nature of the engagement.
2. Fees and Audit Costs:
QAS Ltd shall be entitled to payment of fees and other audit costs. Fees shall be charged either:
- On a time basis, in which case the Client will pay QAS Ltd for all audit related costs including disbursements, communication, reproduction and travelling expenses.
- QAS Ltd may add a service charge of 2% of invoice costs where payment to others has been made on behalf of the Client; OR,
- As an agreed lump sum; OR At an agreed price per stage of contract.
- A standard Administration Charge will apply for all audit work, to cover administration costs
- Accounts for services shall be due for payment on the 20th of the month following the date of invoice. Where payment is not made by the due date, QAS Ltd may charge interest from the due date at the rate of 2% per month on the balance of the account.
- An administration fee of $10 per month will apply if a payment plan is discussed and agreed upon with QAS Ltd
- If a credit card is used for payment, QAS Ltd will charge 3.4% to cover bank fees
- Audits cancelled within twelve working days of the confirmed date will be billed half of the estimated on site audit hours and 100% of any unrecoverable booked travel costs. These costs and charges will be in addition to the actual expenses for conducting the rescheduled, cancelled or deferred audit.
- If payment of invoice is not received within 3 months of invoice date, QAS Ltd will refer outstanding debts including interest to a debt collection agency. You will be responsible for, and must pay on demand, all costs (including, without limitation, debt collection agency costs and legal costs on a solicitor/client basis) incurred by QAS Ltd in recovering any overdue accounts.
- In the event of Termination as per Clause 6 below, QAS Ltd shall be entitled to payment in full of all fees and costs associated with the performance of the Services.
- The Certificate of Audit will only be issued upon full payment of invoice.
3. Non-Disclosure Agreement:
QAS Ltd upon entering into a contractual agreement with the Client accepts the rights of the Client to safeguard the proprietary and confidential information obtained during the execution of the said contract. In return for the company disclosing confidential information QAS Ltd and the company agree to the conditions below:
- All confidential information, trade secrets and know how including research, designs drawings, plans specifications, formulas, financial structuring and all other information whatsoever disclosed to QAS Ltd shall not be reproduced, published in any manner whatsoever or disclosed to any other person outside the company unless such disclosure is required by law.
- QAS Ltd will return upon request all of the information disclosed pursuant to the Agreement.
- QAS LTD will not use any of the information disclosed pursuant to this Agreement without the company’s prior written approval and shall retain the information disclosed pursuant to this Agreement in confidence until released by the company commencing from the date of this letter.
- It is a legal requirement that critical food safety conditions identified through the audit process will be communicated to MPI as and when required. MPI are authorised to request client information pertaining to a food safety issue.
- Intellectual Property: - QAS Ltd does not transfer, or license, to the Client any right, title or interest in any copyright, trade marks, patents or any other intellectual property rights in or relating to the Services.
4. Limitation of Liability:
- QAS Ltd shall not be liable for the food safety performance of the Client or for any loss or damage arising by reason of any delay in completion of the audit or for loss of profits or any indirect or consequential loss whatever.
- If QAS Ltd is found liable to the Client whether under the terms of this agreement or in contract or in tort or otherwise howsoever for any loss or damage suffered by the Client, QAS Ltd's liability shall be limited to the fee for the services provided.
- For the purpose of this clause the term “QAS Ltd” includes all employees to perform any part of the services provided.
- Pursuant to section 41 of the Limitation Act 2010, QAS Ltd shall be deemed to have been discharged for all liability in respect of the services whether under the law of contract or tort or otherwise on the expiration of one month from the completion of the services and the Client (and persons claiming through the Client) shall not be entitled to commence any claim or action whatsoever against QAS Ltd (or any employee of QAS Ltd) in respect of the services after that date.
5. Privacy Act Obligations
- The Client authorises QAS Ltd to collect and hold personal information about you (being any natural person associated with the Client) from any source QAS Ltd considers appropriate, to be used for credit, administration, service and marketing purposes. The Client further authorises QAS Ltd to disclose personal information about you held by QAS Ltd to any other person for these purposes.
- You authorise any person to give QSS information about you that we may require in response to QAS Ltd’ credit and other enquiries. You authorise QAS Ltd to provide credit related information about you to any credit reference agency or other person.
- Any natural person associated with the Client, and whose details have been disclosed to QAS Ltd, has a right of access to, and may request correction of, personal information held by QAS Ltd about you under the Privacy Act 1993.
- Any agreement between QAS Ltd and the Client may be postponed or terminated by either party on 7 calendar days’ notice in writing by email to the last known address of either party.
- On receipt of notice given by the Client, QAS Ltd will take all reasonable steps to bring the services to a close and to reduce expenditure to a minimum.
- On postponement of the services or termination of the agreement, QAS Ltd shall be entitled to payment of fees and audit costs to the date of postponement or termination and such further fees and costs necessary for the orderly termination of the services as per Clause 2 above.
7. Corrective Action:
It is the responsibility of the Client to take timely action to correct any agreed non-conformances identified during the audit. QAS Ltd reserves the right to re-audit the Client’s Approved Programme, at the Client’s expense, where corrective action has not been taken within ninety (90) days of the completion of the audit. It is the responsibility of QAS Ltd to notify the Registration Authority immediately if a noncompliance and unacceptable outcome is identified during the audit process.
If the client disagrees with the audit outcome or the audit findings, they are first to discuss the issue with the Audit Manager in QAS Limited and the complaint process is instigated. If an agreement cannot be reached, the Accreditation Agency is to be informed and resolution sought through them. No ramifications from the complaint process will affect the audit outcome as a result of this escalation.
9. General Terms
- Errors or Omissions: Clerical errors or omissions, whether in computation or otherwise, in any quotation, acknowledgment or invoice may be corrected by QAS at any stage.
- Compliance with regulations: You are solely responsible for compliance with all applicable laws, regulations and standards.
- No set off: You may not withhold payment or make any deductions from or set off any amount against any amounts owing to QAS without our prior written consent.
- Force Majeure: QAS shall not be liable for any failure to comply with these Terms where such failure has been caused directly or indirectly by an event or circumstance that is beyond QSS’ reasonable control.
- Amendments: QAS may amend these Terms from time to time by notice to you in writing. The amended Terms will apply in respect of all orders made by you after the date of such notice. Publication of the amended Terms on our website will be considered to be notice to you in writing of the amended Terms.
- Waiver: No delay or failure by QAS to exercise its rights under these Terms operates as a waiver of those rights. A partial exercise of those rights does not prevent their further exercise in the future.
- Severability: If any part of these Terms is held to be invalid or unenforceable, the part concerned shall be deleted from the rest of these Terms, which will then continue in force.
- Law: These Terms will be interpreted in accordance with and governed by the laws of New Zealand, and the New Zealand Courts have exclusive jurisdiction.