Conditions of Engagement for Professional Services
Conditions Of Engagement
Quality Systems Specialists Ltd (QSS 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:
QSS 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 QSS Ltd for all audit related costs including disbursements, communication and travelling expenses.
- QSS 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 or as specified by the due date. Where payment is not made by the due date, QSS 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 QSS Ltd.
- If a credit card is used for payment, QSS 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, QSS 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 QSS Ltd in recovering any overdue accounts.
- In the event of Termination as per Clause 6 below, QSS 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.
- All confidential information, trade secrets and know how including, food safety plan, premise layouts, product information, recipes, specifications and all other information whatsoever disclosed to QSS 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.
- QSS Ltd will return upon request all of the information disclosed pursuant to the Agreement.
- QSS 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.
- It is a legal requirement that critical food safety conditions identified through the audit process will be communicated to MPI Compliance and or Council as and when required. Registration authorities are authorised to request client information pertaining to a food safety issue.
- Intellectual Property: - QSS Ltd does not transfer, or license, to the Client any right, title or interest in any copyright, trademarks, patents or any other intellectual property rights in or relating to the Services.
4.Limitation of Liability:
- QSS 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 QSS 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, QSS Ltd's liability shall be limited to the fee for the services provided.
- For the purpose of this clause the term “QSS Ltd” includes all employees to perform any part of the services provided.
- Pursuant to section 41 of the Limitation Act 2010, QSS 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 QSS Ltd (or any employee of QSS Ltd) in respect of the services after that date.
5.Privacy Act Obligations
- The Client authorises QSS Ltd to collect and hold personal information about you (being any natural person associated with the Client) from any source QSS Ltd considers appropriate, to be used for credit, administration, service and marketing purposes.
- The Client further authorises QSS Ltd to disclose personal information about you held by QSS 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 QSS Ltd’ credit and other enquiries. You authorise QSS 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 QSS Ltd, has a right of access to, and may request correction of, personal information held by QSS Ltd about you under the Privacy Act 2020.
- Website: - QSS will not use, share or transfer personal information in connection with the website, however you may choose to disclose personal information when you send an email requesting contact. Email addresses are not made available to the public.
- Food Safety Request for Services Form: - QSS will collect information from you in order to provide food safety services. We do not share or transfer personal information to third partis unless authorised by yourself or required under the Food Act 2014 or Wine Act 2003. The information you provide to QSS will be held securely.
- Any agreement between QSS 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, QSS 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, QSS 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.
If the client disagrees with the audit outcome or the audit findings, they are first to discuss the issue with the Audit Manager, QSS Ltd. The complaint process is then 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.
- 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 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.