Conditions Of Engagement - QasLtd | Food and Wine industry

Quality Systems Specialists Limited (QSS Ltd) – Conditions of Engagement for Professional Services

1.Services Provided:
Quality Systems Specialists Ltd (QSS 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:
QSS 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 service-related costs, including travel, communication, and other expenses.
Service charge: If QSS Ltd pays other parties on your behalf, a 2% service charge will be added to those costs
Lump sum: You and QSS Ltd may agree on a fixed total fee.
Stage-based: You may agree to pay a set amount for each stage of the contract.
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 a service 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 service.
If payment is not received within 3 months, QSS 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 QSS Ltd for all work done and costs incurred.

3.Non-Disclosure Agreement:
When QSS 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, QSS Ltd agrees to the following:

Confidentiality: QSS 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: QSS Ltd will return all confidential information if the Client asks for it.
Use of Information: QSS 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.
Intellectual Property: QSS 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:

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

5.Privacy and Personal Information

The Client agrees that QSS Ltd may collect and store personal information about any individual associated with the Client. This information may come from any source QSS Ltd considers appropriate and may be used for credit checks, administration, service delivery, and marketing.
The Client also agrees that QSS Ltd may share this personal information with others for these same purposes.
You give permission for others to provide QSS Ltd with any personal information it may need for credit or other checks. You also allow QSS 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 QSS Ltd has the right to access it and request corrections.
Website use: QSS 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: QSS 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 QSS 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, QSS 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, QSS Ltd is entitled to be paid:
For all fees and service 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 services, they are first to discuss the issue with the Audit Manager, QSS Ltd. The complaint process is then instigated.

8.General Terms

Errors or Omissions: Clerical errors or omissions, whether in computation or otherwise, in any quotation, acknowledgment or invoice may be corrected by QSS 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 QSS Ltd without our prior written consent.
Force Majeure: QSS 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: QSS 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 QSS 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.