Conditions of Engagement for Professional Services - QasLtd

Conditions of Engagement for Professional Services

1.Services Provided:
Quality Auditing Specialists Ltd (QAS Ltd) will carry out its services using the level of skill, care, and attention that is normally expected in the profession in New Zealand. This will be subject to any limits set by the Client or caused by the nature of the work, including financial, physical, or time constraints.

2.Fees and Audit Costs:
QAS Ltd is entitled to payment for its fees and any costs related to the audit.

Fees may be charged in one of the following ways:
Time-based: You will pay for all audit-related costs, including travel, communication, and other expenses.
Service charge: If QAS Ltd pays other parties on your behalf, a 2% service charge will be added to those costs.
Lump sum: You and QAS Ltd may agree on a fixed total fee.
Stage-based: You may agree to pay a set amount for each stage of the contract.
A standard administration fee applies to all audits to cover administrative costs.
Invoices are due on the 20th of the month after the invoice date, unless a different due date is stated.
If payment is late, interest of 2% per month may be charged on the unpaid balance.
If you pay by credit card, a 3.4% fee will be added to cover bank charges.
If you cancel an audit within 12 working days of the confirmed date:
You will be charged for half of the estimated on-site hours.
You will also be charged for any non-refundable travel costs.
These charges are in addition to any costs for rescheduling or deferring the audit.
If payment is not received within 3 months, QAS Ltd may refer the debt to a collection agency. You will be responsible for all costs involved in recovering the debt, including legal and agency fees.
If the contract ends (see Clause 6), you must pay QAS Ltd for all work done and costs incurred.
The Certificate of Audit will only be issued once the invoice is fully paid.

3.Non-Disclosure Agreement:
When QAS Ltd enters into a contract with the Client, it agrees to respect the Client’s right to protect any confidential or proprietary information shared during the work. In return for receiving this information, QAS Ltd agrees to the following:

Confidentiality: QAS Ltd will not copy, publish, or share any confidential information outside the company unless required by law. This includes trade secrets, food safety plans, premise layouts, product information, recipes, specifications, and any other sensitive information.
Return of Information: QAS Ltd will return all confidential information if the Client asks for it.
Use of Information: QAS Ltd will not use any confidential information without the Client’s written permission. All information will be kept private until the Client agrees to release it.
Legal Reporting: If the audit identifies critical food safety issues, QAS Ltd is legally required to report them to MPI Compliance or the local council. Registration authorities may also request relevant client information related to food safety.
Intellectual Property: QAS Ltd does not give or transfer any rights to its intellectual property (such as copyrights, trademarks, or patents) to the Client as part of the services.

4.Limitation of Liability:

QAS Ltd is not responsible for the Client’s food safety performance. It is also not liable for any delays in completing the audit, or for any loss of profits or other indirect or unexpected losses.
If QAS Ltd is found to be legally responsible for any loss or damage, its maximum liability will be limited to the amount paid for the audit services.
The term “QAS Ltd” includes all its employees who carry out any part of the services.
Under section 41 of the Limitation Act 2010, QAS Ltd will no longer be responsible for any claims related to the services one month after the audit is completed. After that time, the Client (or anyone acting on their behalf) cannot make any legal claims against QAS Ltd or its employees.

5.Privacy and Personal Information

The Client agrees that QAS Ltd may collect and store personal information about any individual associated with the Client. This information may come from any source QAS Ltd considers appropriate and may be used for credit checks, administration, service delivery, and marketing.
The Client also agrees that QAS Ltd may share this personal information with others for these same purposes.
You give permission for others to provide QAS Ltd with any personal information it may need for credit or other checks. You also allow QAS Ltd to share credit-related information about you with credit agencies or other relevant parties.
Under the Privacy Act 2020, any individual whose personal information is held by QAS Ltd has the right to access it and request corrections.
Website use: QAS Ltd does not use, share, or transfer personal information collected through its website unless you choose to provide it (for example, by sending an email). Email addresses are kept private and are not shared publicly.
Food Safety Request for Services Form: QAS Ltd collects personal information to provide food safety services. This information is not shared with third parties unless you give permission or it is required by law (such as under the Food Act 2014 or Wine Act 2003). All personal information is stored securely.

6.Termination:

Either QAS Ltd or the Client may postpone or end the agreement by giving 12 calendar days’ written notice by email to the other party’s last known email address.
If the Client gives notice, QAS Ltd will take reasonable steps to wrap up the services and keep any further costs to a minimum.
If services are postponed or the agreement is ended, QAS Ltd is entitled to be paid:
For all fees and audit costs up to the date of termination or postponement.
For any additional costs needed to properly close out the services, as outlined in Clause 2.

7.Disputes:
If the Client disagrees with the audit findings or outcome:

The Client should first discuss the issue with the Audit Manager at QAS Ltd.
If the issue is not resolved, the formal complaint process will begin.
If no agreement is reached through this process, the matter will be referred to the Accreditation Agency for resolution.
Raising a complaint will not change the audit outcome as a result of this process.

8.General Terms

Errors or Omissions: QAS Ltd may correct any mistakes in quotes, invoices, or other documents at any time. This includes typing or calculation errors.
Compliance with Laws: You are responsible for making sure you follow all relevant laws, regulations, and standards.
No Set-Off: You must pay QAS Ltd in full. You cannot deduct or withhold any amount you believe is owed to you unless QAS Ltd agrees in writing.
Force Majeure: QAS Ltd is not responsible if it cannot meet its obligations due to events beyond its control (e.g. natural disasters, pandemics, or other unexpected events).
Changes to Terms: QAS Ltd may update these terms by giving you written notice. The updated terms will apply to any new orders after the notice is given. Posting the updated terms on QAS Ltd’s website counts as written notice.
Waiver: If QAS Ltd delays or chooses not to enforce its rights under these terms, it does not mean those rights are waived. QAS Ltd can still enforce them later.
Severability: If any part of these terms is found to be invalid or unenforceable, the rest of the terms will still apply.
Governing Law: These terms are governed by New Zealand law. Any disputes must be resolved in New Zealand courts.

Reviewed 25 July 2025