This Services Agreement (the “Agreement”) constitutes a legally binding agreement between you (whether an individual, corporation, or other entity) (“Client”) and RWS, where “RWS” means a company commissioned by Client to perform Services (as defined below) and where that company directly or indirectly controls, is controlled by, or is under common control with ISO Consultants UK Limited, a company incorporated under the laws of England & Wales, and having offices at 3 Wharfside Street, Spaces The Mailbox Level 1, Birmingham, B1 1RD, United Kingdom (any affiliate or subsidiary of ISO Consultants UK/UK), where “control” means ownership of more than fifty percent (50%) of the securities or voting power of the subject entity, and in the context of any other business entity, shall mean the right to exercise similar management and control of such entity.
As used in this document, ‘Services’ refers to the consultancy services offered or to be offered by ISO Consultants UK as detailed in the relevant Order Form. These services may include, but are not limited to, consultancy on ISO Management System implementation, auditing, certification guidance, training, process improvement, and compliance management. Additionally, the services may encompass project management, documentation support, and advisory services related to ISO standards. An ‘Order Form’ is defined as either (i) the Client’s signature or any other form of agreement to ISO Consultants UK’s proposal, statement of work, or other ordering documentation for Services that expressly refers to this Agreement; or (ii) a purchase order from the Client or other written payment instruction that ISO Consultants UK has approved, initiating the provision and delivery of Services. The terms and conditions of this Agreement are incorporated by reference into each Order Form. In the case of any discrepancy or inconsistency between the provisions of this Agreement and any Order Form, the provisions specified in the Order Form shall prevail.
- Performance of Services
Subject to the terms of this Agreement, ISO Consultants UK shall provide to Client and Client agrees to pay for the Services. ISO Consultants UK shall assign to Client all proprietary rights in the deliverables and related materials (“Deliverables”) created by ISO Consultants UK pursuant to the terms of this Agreement, subject to Client’s full payment with respect to such Services and any limitations associated with intellectual property rights of third parties.
- Client Obligations
The Client acknowledges its responsibility to ensure that the Services provided by ISO Consultants UK meet its requirements. The Client is obliged to provide ISO Consultants UK with all necessary components, files, documents, information, and materials (collectively referred to as “Client Materials”) in a timely manner to facilitate the provision of Services. The Client affirms its ownership or lawful right to use such Client Materials and grants ISO Consultants UK a non-exclusive, royalty-free license to use, copy, modify, and create derivative works from the Client Materials, solely for the purpose of delivering the Services.
ISO Consultants UK shall not be held responsible for any delays or failures in performing Services or delivering outcomes due to the Client’s delay or failure in providing Client Materials or fulfilling other obligations specified in the relevant Order Form. Should ISO Consultants UK be hindered or delayed in its service provision for a period of thirty (30) days or more due to such client-related issues, ISO Consultants UK reserves the right, in addition to other remedies, to invoice the Client for all Services rendered up to that point but not yet invoiced. The Client’s failure to provide necessary materials as reasonably requested by ISO Consultants UK will absolve ISO Consultants UK of any commitment to adhere to a previously agreed schedule.
The Client agrees to indemnify ISO Consultants UK against any liabilities, losses, damages, costs, and expenses incurred due to the use or possession of any Client Materials provided by the Client. The Client is required to notify ISO Consultants UK in writing of any perceived defects or errors in the delivered outcomes within ten (10) business days of their receipt. In the absence of such notification, the Client will be considered to have accepted the delivered outcomes. Acceptance shall not be withheld on grounds of minor discrepancies that do not significantly affect the accuracy or quality of the deliverables.”
- Service Fees
The Client agrees to compensate ISO Consultants UK for the Services as outlined in the fees and expenses specified on the applicable Order Form, with payments to be made in the currency indicated therein. All payments owed to ISO Consultants UK under this agreement are due within thirty (30) days from the date of the relevant invoice. Any unpaid amounts will accrue interest at a rate of one and a half percent (1.5%) per month or the highest rate allowable by law, whichever is lower. ISO Consultants UK reserves the right to suspend Services until all overdue amounts are fully paid.
The Client is responsible for all taxes associated with transactions under the respective Order Form. This includes, but is not limited to, any country-specific, federal, state, local sales, use, excise, value-added, withholding, or similar taxes, with the exception of taxes based on ISO Consultants UK’s income. Such taxes may be itemized separately on invoices. Unless otherwise explicitly stated, all fees and expenses for Services are non-cancelable, non-refundable, and exclusive of any taxes.
In instances where the term of an Order Form extends beyond one (1) year, the fees for Services will be subject to an automatic annual adjustment for inflation. This adjustment will be the greater of four percent (4%) or the annual percentage change in the Consumer Price Index (All items) as published by the statistical office in the country where ISO Consultants UK is registered. However, these price adjustments will not apply to any Order Forms that are already in effect.”
- Services Warranty
Each party affirms and guarantees to the other that: (a) their endorsement, execution, and performance of any Order Form do not and will not result in any conflict or violation of other existing agreements, binding commitments with third parties, or any relevant laws, rules, or regulations. ISO Consultants UK assures the Client that it will carry out the Services in compliance with generally accepted industry standards.
EXCEPT FOR THE WARRANTIES STATED IN THIS SECTION, ISO Consultants UK, ON BEHALF OF ITSELF AND ITS SUPPLIERS, CONTRACTORS, AND AGENTS, EXPLICITLY DISCLAIMS ALL WARRANTIES AND REPRESENTATIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED. THIS INCLUDES, BUT IS NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR TITLE, OR THOSE ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE. ALL SUCH WARRANTIES ARE HEREBY EXCLUDED TO THE FULLEST EXTENT PERMITTED BY LAW.
- Term and Termination
This Agreement shall expire when all the obligations of the parties under the relevant Order(s) are complete. Either party may terminate this Agreement (i) with immediate effect if the other party breaches any material term of this Agreement and fails to cure such breach within fourteen (14) days from the date of receipt of written notice specifying the breach; or (ii) without cause upon thirty (30) days prior written notice to the other party. Upon such expiration or termination of this Agreement or any Order Form, Client shall pay ISO Consultants UK in full for all early cancellation fees, all Services performed, including any work-in-progress and all reimbursable expenses incurred by ISO Consultants UK up to the effective date of termination, and each party shall return to the other any property or Confidential Information in its possession belonging to the other party. Termination shall not affect any accrued rights and liabilities of either party.
- Limitations on Liability
In no event shall either party be liable hereunder for any consequential, special, indirect, incidental, punitive or exemplary damages of any kind, or for loss of business revenues or profits, business interruption, or loss of business information, even if a party has been advised of the possibility of such damages.
In not event shall either party’s liability under this Agreement or any Order, in contract, tort or otherwise, exceed the lesser of the total amount of Service fees paid/or payable to ISO Consultants UK for Services under the applicable Order during the twelve (12) month period prior to the date the cause of action arose, or fifty thousand US dollars ($50,000 USD).
- Restrictions on Disclosure of Confidential Information
Each party agrees to (i) keep all information disclosed by the other party, which pertains to the disclosing party’s business operations (“Confidential Information”), in strict confidence, and (ii) use such information solely for purposes related to this Agreement. This confidentiality obligation does not apply to information which (i) becomes publicly known through no fault of the receiving party; (ii) was independently developed by the receiving party without reliance on the disclosing party’s Confidential Information; (iii) is received by the receiving party from a third party who is not legally barred from disclosing such information due to contractual, legal, or fiduciary duties; or (iv) is disclosed by ISO Consultants UK to its subcontractors for purposes directly related to this Agreement, under a confidentiality obligation comparable to that imposed in this Agreement.
Both parties acknowledge that these confidentiality obligations will remain in effect for a period of three (3) years following the date of disclosure. Upon request, each party shall return or securely delete all documents and electronic media containing any Confidential Information of the other party, along with all copies of such information.
Each party acknowledges and agrees that any unauthorized disclosure or other violation, or threatened violation of this Agreement, by a party may cause irreparable damage to the other. Accordingly, without prejudice to the rights and remedies otherwise available to each party, each party shall be entitled to seek an appropriate injunctive relief to prevent any breaches or violations of this Agreement without the posting of any bond or other security.
- Data Privacy
If the Client Materials include any personal data, Personally Identifiable Information (PII), or Protected Health Information (PHI), the Data Processing Agreement (DPA) stipulated by ISO Consultants UK will be applicable. The DPA can be accessed via a designated link provided by ISO Consultants UK. This DPA is hereby incorporated by reference into this Agreement.
The specifics of data processing (including the duration, nature, means, and purpose of processing, the types of personal data, and categories of data subjects) will be detailed by the Client in the Order Form associated with this Agreement. This Order Form is an integral part of the DPA and contributes to its overall framework.
- Governing Law; Jurisdiction
This Agreement, except as otherwise specifically stipulated, shall be governed by and construed in accordance with the laws of the State of Illinois, United States of America, expressly excluding any conflict of laws principles. Any legal actions or proceedings arising under this Agreement, unless otherwise specified, shall be exclusively initiated in the courts located within the State of Illinois, and both parties irrevocably consent to the jurisdiction and venue of these courts.
Notwithstanding the above, the governing law and jurisdiction for this Agreement may vary depending on the Client’s principal place of business, as detailed below:
- If the Client’s principal place of business is within the European Union, this Agreement will be governed by and construed in accordance with the laws of the Netherlands.
- For Clients with their principal place of business in the United States, this Agreement will be governed by the laws of the State of Illinois, United States of America.
- If the Client’s principal place of business is in China, the governing law shall be that of the People’s Republic of China.
- For Clients whose principal place of business is in Japan, this Agreement will adhere to the laws of Japan.
In all circumstances, the parties expressly agree that the United Nations Convention on Contracts for the International Sale of Goods will not apply to this Agreement.
Entire Agreement This Agreement, including any associated Order Forms or schedules, constitutes the complete and exclusive understanding and agreement between the Client and ISO Consultants UK regarding the subject matter herein. It supersedes all prior and/or contemporaneous understandings, written or oral, between the Client and ISO Consultants UK regarding this subject matter. Any terms in the Client’s purchase order that are inconsistent with or additional to the terms of this Agreement will be considered void unless explicitly agreed upon in writing by ISO Consultants UK.
Severability Should any provision of this Agreement be deemed invalid, unlawful, or unenforceable by a court of competent jurisdiction, (i) such provision will be substituted with an enforceable provision closely reflecting the original intent of the parties, and (ii) the remaining provisions will remain effective.
Amendments This Agreement can only be amended, modified, or supplemented by the parties through a written instrument signed by authorized representatives of both ISO Consultants UK and the Client, except as explicitly agreed in the relevant Order Form.
Waiver Failure by either party to enforce any provision of this Agreement does not constitute a waiver of future enforcement of that or any other provision.
Assignment The Client is not permitted to assign or transfer this Agreement, in whole or in part, without prior written consent from ISO Consultants UK. Any unauthorized assignment attempt is void. This Agreement binds and benefits each party’s successors and permitted assigns.
Notices All necessary or permitted notices under this Agreement must be in writing and delivered by confirmed facsimile/digital transmission, courier, overnight delivery services, or certified mail, effective upon receipt. Communications should be sent to addresses specified in the relevant Order Form, or as later specified by either party.
Counterparts A fully executed Agreement exchanged by digital signature or electronic means (e.g., PDF) is sufficient to bind the parties to this Agreement’s terms and conditions.
Third Party Beneficiaries This Agreement is solely between ISO Consultants UK and the Client. No other parties have rights to enforce any provisions. It is not intended to benefit any third party not named as a party to this Agreement.
Relationship of the Parties The parties are independent contractors. This Agreement does not establish a partnership, joint venture, employment, franchise, or agency relationship. Neither party can bind the other without prior written consent.
Non-Solicitation During and for twelve (12) months post the Agreement’s expiry, completion, or termination, neither party will solicit the other’s employees or contractors involved in the Services without prior written consent. Breach of this clause incurs liquidated damages equal to six (6) months of the concerned employee’s annual salary.
Subcontracting ISO Consultants UK may use affiliates or Authorized Contractors for Services provision. Except for these, subcontracting requires the Client’s prior consent. ISO Consultants UK remains fully responsible for subcontracted Services.
Force Majeure Neither party is liable for delays or failures due to circumstances beyond reasonable control, excluding payment obligations. If Force Majeure lasts over forty-five days, either party may terminate the Agreement in writing.