Terms and Conditions

Terms and Conditions of Contract

1.1.1 Parties to the agreement are Quality Associates referred to as QA and the customer named on the front of this document, referred to as the Client.

1.2 Agreement Conditions

1.2.1 The Client shall appoint a management representative who will host Consultant site visits: arrange access to company information for the Consultant and who will be responsible for agreeing and accepting, on behalf of the company), all documentation goods and services provided by QA.

1.2.2 The Client undertakes to allow the Consultant all reasonable access to Departmental Heads and Key Personnel on site visits.

1.2.3 If the Client shall commit any act of bankruptcy or go into liquidation (other than voluntary liquidation for the purpose of reconstruction or amalgamation) or suffer the appointment on behalf of a creditor or a receiver or fail to make any or any other payment provided for by the Contract when the same shall be due QA shall without prejudice to any other rights that it may have under this contract be thereupon entitled to cancel this Contract by notice in writing to the Client. In the event of the Client merging with or being taken over by another person, firm or company QA reserves the right to terminate the Contract by notice in writing to the Client without liability. This Contract may also be terminated in writing by either party in accordance with any express provisions agreed in the documents forming this contract or by mutual consent.

1.2.4 Neither QA nor any of its servants or agents shall be liable for damages or loss of whatever nature, in respect of indemnity claims by other parties arising from any delay, defect or error in work undertaken by us save to the extent that any attempted exclusion of liability would be contrary to law.

1.2.5 Whilst working on Client's premises, Quality Associates personnel will, (as far as is practically possible), observe all the statutory and Client's requirements and controls that are in place to ensure all Health & Safety and Environmental obligations are achieved and maintained. Clients are expected to provide QA Personnel with all the necessary on-site Personal Protection Equipment and clothing.

1.2.6 Any industrial property or intellectual property including (without prejudice to the generality of the foregoing) any and all copyright and patents rights in or over any information specification plan drawing pattern sample or other thing (including copyright) arising from the work under contract shall belong to the Client on payment of the project costs agreed in the Terms of Reference by QA and the Company. Where the Client elects not to use or exploit any part or all such industrial property or intellectual property rights he shall immediately notify QA and QA shall be entitled to request assignment from the Client to QA of such industrial property or intellectual property rights which the Client has elected not to use or exploit and the Client shall not unreasonably refuse to make such an assignment.

1.2.7 The prices quoted herein will be held firm for the duration of this project and will only be varied during the period should a change to these Terms of Reference be formally agreed by QA and the Client.

1.2.8 The Client having agreed a meeting date and time and subsequently cancelling the meeting at less than two days notice may be charged for 50% of the time allocated for the meeting.

1.2.9 Unless otherwise agreed between the Client and QA, payment is required within 30 days of the date of the invoice

1.2.10 Whilst QA will endeavour to supply the services detailed herein within the timescale and remit scope required, it will not be held responsible for damages arising out of failure or late or non delivery due to circumstances out with its control.

1.2.11 Excepting statutory obligations, QA will not be held responsible for loss or damage of any kind arising from the provision of the services detailed above.

1.2.12 QA shall not disclose the contents of any report to any third-party (other than the Client) without prior consent in writing of the Client.

1.2.13 Unless specifically agreed in separate contracts for services, the terms and conditions detailed above will be construed as incorporated in any agreement that arises from this quotation.

1.2.14 QA confirms that it has in place the required Professional Indemnity, Public Liability and Employer"s Liability Insurances.

1.2.15 In the event of a dispute arising out of an engagement under these principles, an adjudicator/arbitrator shall be appointed by agreement between the parties or, in the event of their failing to agree, by a person appointed by the President or Vice President for the time being of the Chartered Institute of Arbitrators.

Form QA 20 (Issue C) Rev 1 Mar 2001