Internal
Terms of Service
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BSI will perform the services described and inaccordance with the Proposal and these terms ofservice (Contract).
These terms of service, together with any terms set out
in the Proposal, are the only terms that will govern theContract. Any terms contained in or incorporated byreference in any acknowledgements, confirmations,standard forms, purchase orders or any otherdocuments issued by either party, or implied by tradecustom, practice or course of dealing, other than thosepermitted within these terms of service, will not apply.
If there is an inconsistency between any of theprovisions of the Contract and any master services
agreement, purchase proposal, Client’s standard
conditions of purchase or any other document stated tobe relating to BSI’s services or the Contract, theprovisions of the Contract will prevail.
Notwithstanding clause 2, BSI may amend these termsof service from time to time and will notify Client
accordingly when this takes place. On receipt of such
notice, Client may reject any amendment and terminate
the Contract by notifying BSI of its intention to do so on
30 days’ written notice. If Client provides no notice
Client is deemed to have accepted the amended terms.
Without prejudice to clause 4, no amendment orvariation to the Contract will be valid unless agreed inwriting between the parties.
The Contract will commence on the date Client signifies
agreement to the Contract (which may be throughelectronic confirmation or otherwise).
BSI will provide its services in compliance with:a. all applicable legislation and regulations;b. all relevant international standards that govern theprovision of accredited certification services;c. any relevant standard, private standard or code ofpractice expressly governing the services in thisContract,d. BSI Group’s Code of Business Ethics which can be
found
on
our
websitehttps://www.bsigroup.com/globalassets/localfiles/en-id/policy/bsi-code-of-business-ethics.pdf
Appropriately qualified personnel will perform theservices and determine the outcome of assessments
and reviews, and BSI may change such personnel at
any time.
Client will promptly provide to BSI (throughout the
duration of the Contract):
a. complete and accurate information (including any
and all documents) relevant to the services
including any updates;b. immediate notification of any event which may
adversely affect the outcome or continued use of
any BSI service or which if left unattended may
cause BSI to misrepresent compliance with clauses
7.a, 7.b or 7.c above;c. responses to all relevant and reasonable queriesof BSI at any time and reasonable assistanceincluding access to premises to permit BSI to

Version – June 2022

investigate third party complaints of Client’s use of
the services;d. access to its sites and availability of appropriate
personnel on dates agreed with BSI and at anyother time for BSI’s unannounced visits if so
required to comply with clauses 7.a, 7.b or 7.cabove;
e. access to any third party site reasonably requiredby BSI to comply with clauses 7.a 7.b or 7.c above(and Client undertakes to BSI that it will obtain thethird party’s consent for BSI to gain such access);
f. details of all health and safety rules, security andother requirements for visitors to its sites inadvance of any audit by BSI;
g. notification of third-party complaints received by
Client in respect of Client’s product or services
relevant to this Contract and steps taken to resolve
them; andh. for hybrid or remote audit services, such technicalcapabilities on site as are reasonably required tosupport the requirements of the audit as may be
notified to Client in advance. This will include
access to a wireless internet connection of
sufficient bandwidth and reliability so at to allow
video communication between BSI personnel on
and off-site and consent for BSI personnel toengage in such communications (including thecommunication of any ancillary images from Clientsite).
10. Client will take all necessary steps to eliminate or
remedy any obstacles to or interruptions in theperformance of the Services.
11. BSI will not investigate or confirm the truth, accuracy
or completeness of any information provided by Clientand BSI accepts no liability for any losses, costs or
damages suffered or incurred by Client arising out of
any incomplete or inaccurate information.
12. Audit services may be delivered on location, remotely
or in hybrid fashion, as determined by BSI. Duringhybrid or remote audits BSI may record or store any
video communications and any personal data in such
communications will be processed in accordance withclause 32.
13. Client warrants, undertakes and represents to BSI thatall documentation, information and material madeavailable by Client to BSI under the Contract, and BSI’s
use of the same, does not infringe the intellectual
property rights of any third party.
14. If Client wishes to change the date of an audit, it must
provide BSI with at least 30 days’ written notice of its
intention to do so.
15. Client acknowledges that regulatory third-party
observers may accompany BSI from time to time during
an audit (including where the audit is conducted
remotely) but only if subject to confidentiality
obligations to the same level as those BSI owes to Client
under this Contract. BSI will provide the identity of suchobserver prior to any audit. Client will not be charged
any additional fees for such observer.
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16. BSI personnel may abort an audit while on Client’s site
without BSI being in breach of Contract if theyexperience threatening behaviour or abuse, believe
there is a risk to their safety or if Client does not comply
with relevant health and safety rules.
17. BSI may refuse to issue any certificate or otherdocument verifying compliance with any law, standard,
rule or scheme, or revoke or suspend such issued
certificate or other document, if in its reasonable
opinion Client does not comply with the requirementsof such law, standard, rule or scheme, or fails to comply
with any of its obligations under the Contract, or uses
BSI’s services in such a manner that may be misleadingor that may bring BSI into disrepute.
18. The report produced by BSI in the course of providing
the services will constitute the sole deliverable for theservices and BSI will have no obligation to update thereport after its issuance, save where Client reasonably
requires updates in relation to incomplete or inaccurate
information contained in the report.
19. Unless BSI provides its prior written consent:
a. Client will not:i. request from BSI or use any advice ormaterials, including any report, certificate,notes, e-mails or other documents issued by
BSI in providing the services (Materials) forthe purposes of litigation;ii. save for the Certificate, use or distribute theMaterials for any purpose other than internalbusiness improvement;
iii. refer to the Materials in any document or makethe Materials available to any person other thanprofessional advisors who are assisting Client inrelation to the services;b. the Materials (including any interim draft or otheradvice whether oral or written) will not be relied
upon by anyone other than Client; andc. Client will not name BSI or refer to BSI or the
Materials or the services in any written materials(other than to Client’s professional advisors), or
any publicly filed documents unless required bylaw.
This clause 19 will survive expiry or termination of theContract.
20. BSI will at all times remain the owner of the intellectual
property rights in the Materials. BSI grants to Client alimited, revocable, non-exclusive licence to display acertificate issued by BSI (Certificate) for so long as it
remains valid, either under the terms of this Contract oron the face of the Certificate. Client will not use BSI’s
intellectual property rights in any Materials except solely
to the extent permitted under the Contract.
21. For certification schemes owned or managed by third
party organisations, BSI may include third party
intellectual property rights which are governed by therequirements of such certification scheme. To theextent any such intellectual property rights are includedin the Materials, the Client acknowledges and warrants

Version – June 2022

that it shall only use these strictly in accordance withthe relevant certification scheme’s rules or governance.
22. The licence in clause 20 includes a non-exclusive licence
for Client to display the BSI-owned logo (BSI Logo) or
third party-owned logo as specified on the relevant
Certificate, on or in conjunction with the products orservices to which the Certificate relates, in accordancewith the terms of this Contract. Client may not sublicense or transfer the right to display any Certificate
issued by BSI, BSI Logo or third party-owned logo to
any other party. Client may not amend the content orchange the appearance of the Certificate or the BSI
logo. The licence in clause 20 ends on expiry or
termination for any reason of the Contract or relevant
Certificate. On expiry or termination, Client will cease
all use of the relevant BSI Logo or third party-owned
logo.
23. All intellectual property rights in any BSI Logo remains
vested in BSI. All goodwill through Client's use of any
BSI Logo, or any Certificate or report issued by BSI, willvest in BSI and to the extent any such rights accrue to
Client, Client hereby assigns them to BSI. Client will
only display the BSI Logo in the form approved by BSI,in accordance with any guidelines and instructions
provided by BSI from time to time and only inconnection with the products and/or services as
specified on the relevant Certificate;
24. Client will not use, or apply for registration of, any trade
mark which consists of, or comprises, or is confusingly
similar to any BSI Logo or do, or omit to do, or permit
to be done, any act that, in BSI's reasonable opinion,
may weaken, damage or be detrimental to any BSI Logoor the reputation or goodwill associated with BSI.
25. To appeal the outcome of a certification service, Client
must serve BSI with written notice of appeal within 21
days of receipt of the outcome intended to be appealed.
Notice must be addressed to BSI’s Compliance and Risk
Director.
26. Appeals relating to a certification decision are heard inaccordance with BSI’s internal appeals procedure. The
decision of BSI will remain in force pending the outcomeof the appeal, which Client and BSI each agree will befinal.
27. BSI may recover from Client all reasonable costs it
incurs in connection with Client appealing the outcomeof a certification decision where the outcome of thatappeal finds in favour of BSI.
28. For all certification services, BSI may disclose or put into
the public domain, on a website or by any other means,
Client’s name, scope of certification, as well as detailsof the issuance, suspension, revocation or terminationof a Certificate or licence.
29. Each party will keep the other party’s information
confidential for a period of 6 years from receipt anddelete it thereafter and will not use or disclose it except
in the following situations (in which case, the receiving
party will notify the other party if legally able to andwithin a commercially reasonable time):

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to the extent required by law, any governmental,
regulatory or accreditation authority, or court inany jurisdiction; orb.
to the extent required to be disclosed if, in thereasonable opinion of BSI, the health or safety of
consumers may be at risk.
30. Notwithstanding clause 29:
a. BSI may:i. use the confidential information of the Client forthe purpose of exercising or performing its
obligations under the Contract (including asnecessary, providing to accreditation bodies
such confidential information as is required in
respect publication of Client’s certification on a
public certification database); andii. disclose the confidential information to its
affiliates, representatives, or subcontractors;
andb. either party may use or disclose the other party’s
confidential information where that information is:i. generally available in the public domain;ii. lawfully acquired from a third party who owes noobligation of confidence in respect of theinformation; and/oriii. was available to the receiving party on a nonconfidential basis prior to being disclosed by theother party.
31. Clause 29 will not require BSI to delete Client
information that it is required to retain by applicablelaw, or to satisfy the requirements of any regulatory
authority or body of competent jurisdiction to which BSI
may be subject relevant to the services.
32. To the extent Client information includes personal data,
BSI will only process such personal data as set in our
privacy
noticeavailableathttps://www.bsigroup.com/en-GB/aboutbsi/legal/privacy-notice/#general-users.
33. Notwithstanding the provisions of clauses 29 and 32,
BSI may convert Client information into an anonymised
form. Whether by itself or in aggregate, BSI may
analyse such anonymised data or otherwisecommercially exploit such data for its businesspurposes.
34. BSI will, unless otherwise agreed, invoice Client at theend of the month for the services performed in thatmonth.
35. Client will settle all invoices within 30 days of date ofissue.
36. Payments may only be made by electronic transfer tothe account detailed on the invoice issued by BSI. On
making a payment, Client will provide the relevant
invoice number and its customer account number (asstated on the invoice).
37. If Client reasonably believes an invoice includes a sum
which is not valid and properly due:a.
Client will notify BSI in writing within 5 days ofreceipt of the disputed invoice;

Version – June 2022b.

Client will pay all non-disputed sums on the invoicein accordance with clause 35;c.
the parties will meet virtually within 10 days of
notification under clause 37 to attempt to resolve
the dispute;d.
where the parties are able to resolve the dispute,which the parties will negotiate in good faith, tothe extent that Client is obliged to pay an amount,then the original payment terms of the disputed
invoice will continue to run as if no dispute had
been raised; ande.
where the parties are unable to resolve thedispute, BSI may terminate the Contract
immediately on notice and Client will pay BSI allfees, charges and expenses incurred by BSI up
until the date of termination with respect to Client.
38. Client will pay BSI all fees, charges and expenses
incurred by BSI with respect to enforcing its rights
under this Contract in court.
39. Failure to settle an invoice in accordance with thepayment terms will permit BSI to charge interest inaccordance with clause 43 from the original due dateuntil the date of payment.
40. Client will pay to BSI:a.
the fees for the services;b.
the current rate for the time BSI is required tospend to carry out special visits or audits orinvestigate any third-party complaint, or any
alleged non-compliance with the relevant
standard, regulation or scheme;c.
the full fee for an audit if changed by Client on lessthan 30 days’ written notice or for an audit aborted
by BSI due to the grounds in clause 16 above;d.
the Annual Management Fee for every year or partyear of the Contract (the Annual Management Fee
is non-refundable should the Contract terminate
during the course of a year for any reason);e.
the Application Fee (the Application Fee is nonrefundable should the Contract terminate for any
reason); andf.
an administration fee should Client request
amendments to its details on a Certificate.
41. Notwithstanding anything to the contrary in theseterms, BSI may increase its fees no more than twice
annually in line with inflation plus 5%. BSI may increase
its fees by a greater amount, but only once it has given
Client prior written notice. Within 14 days of receipt ofsuch notice, Client may terminate the Contract by
notifying BSI of its intention to do so on 30 days’ written
notice. If Client provides no notice, Client is deemed toaccept the higher increase.
42. BSI’s fees are exclusive of sales, value added tax orother applicable taxes and/or surcharges, which the
Client shall pay in addition to the fees, and suchpayments shall be paid without any set-off,counterclaim, deduction or withholding (other than any
deduction or withholding of tax as required by law). BSI
may increase its fees if:

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Client’s instructions change or are found to be notin accordance with the initial details supplied to BSI
prior to BSI providing the initial quote contained in
the Proposal; orb. any unforeseen problems or expenditure arise in
the course of carrying out the services,in which case, BSI will be entitled to charge additional
fees to cover the additional time and cost incurred tocomplete the services.
43. BSI may charge interest on overdue amounts at the rateof 4% a year above the central bank base rate in theRegistered Jurisdiction (as defined below), accruing ona daily basis compounded quarterly.
44. On termination of the Contract for any reason (except
due to breach of Contract by BSI), all fees outstanding
are due and payable immediately.
45. Nothing in this Contract will limit or exclude either
party’s liability to the other for:a. death or personal injury caused by its negligence;b. fraud or fraudulent misrepresentation; orc. any other liabilities or losses that cannot be legallylimited or excluded by law.
46. Subject to clause 45, BSI will not be liable to Client for:a. any loss of profit, loss or damage to goodwill, lossof or corruption of software, data or information,
loss of sales or business, loss of agreements orcontracts, loss of anticipated savings, or any
indirect or consequential loss arising under or inconnection with the Contract, whether in contract,
tort (including negligence), breach of statutory
duty, or otherwise; andb. any loss, damage or expense arising from:i. a failure by Client to comply with any of its
obligations under the Contract;ii. any actions taken or not taken on the basis of
the Materials;
iii. any incorrect results or Materials arising fromunclear, erroneous, incomplete, misleading or
false information provided to BSI by Client.
47. Subject to clause 45, the total liability of BSI to Client
whether in contract, tort (including negligence), breachof statutory duty, or otherwise, arising under or inconnection with the Contract will not exceed an amountequal to the annual fees payable by Client under theContract. This limitation of BSI’s liability will survive
termination of the Contract.
48. Client will indemnify and hold harmless BSI against all
liabilities, costs, expenses, damages and losses(including but not limited to any direct, indirect orconsequential losses, loss of reputation and all interest,
penalties and legal costs (calculated on a full indemnity
basis) and all other reasonable professional costs andexpenses) suffered or incurred by BSI arising out of orin connection with any claim made against BSI by athird party arising out of or in connection with:a.
BSI performing the services;b.
Client’s system which is the subject of thecertification;

Version – June 2022c.
breach by Client of clause 20 or 21;d.
Clause 19.
49. Either party may terminate the Contract at any time bygiving the other party not less than 3 calendar months’
written notice of its intention to do so.
50. Without prejudice to any rights that have accrued under
the Contract, BSI may terminate the Contract, and anyother Contract Client has with BSI or BSI groupcompanies, with immediate effect by notice:a.
if Client breaches any material obligation and suchbreach remains unremedied after 30 days from thedate of notification of such breach by BSI; orb.
if a material breach is incapable of remedy; orc.
if Client challenges the validity or ownership of any
BSI intellectual property rights; ord.
should BSI have reasonable grounds for believingthat Client does not comply with the requirementsof any law, standard or scheme applicable to its
services; ore. if, in the reasonable opinion of BSI:
i. Client acts in such a manner that may
bring BSI into disrepute;ii. the provision of the services to the Client
may bring BSI into disrepute; oriii. the Client is likely to satisfy the provisions
set out in clause 51 (a – e).
f. if, in the reasonable opinion of BSI, BSI is unable
to comply with clause 7.
51. Without prejudice to any rights that have accrued under
the Contract, either party may terminate the Contract
immediately if the other party:
a. is unable to pay its debts as they fall due;b. has appointed a receiver, administrator or manager
over its assets;c. goes into liquidation (except for the purpose ofsolvent reconstruction or amalgamation);d. enters into a voluntary arrangement with its
creditors; ore. ceases or threatens to cease its business.
52. Where the Contract is terminated:a. by Client pursuant to clause 49, Client will pay BSI
any costs or expenses incurred or committed to by
BSI in respect of 3-month period following the date
notice to terminate is provided;b. by BSI pursuant to clause 50 (a – e), Client will pay
BSI all fees for the services.
53. BSI will not be in breach of the Contract if it is notreasonably possible to perform an obligation due tocircumstances beyond its reasonable control.
Circumstances beyond its reasonable control include
but are not limited to flood, fire, earthquake or otheracts of God; war, threat of or preparation for war,
armed conflict, imposition of sanctions, embargo,
breaking off of diplomatic relations or similar actions;terrorist attack, civil war, civil commotion or riots,
epidemic or pandemic; strikes, labour stoppages or
slowdowns; and any law or government order, rule,
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regulation or direction, or any action taken by agovernment or public authority, including imposing anembargo, export or import restrictions.
If the period of non-performance continues for 30 days,
BSI may terminate the Contract by giving 14 days'
advance written notice to the other party.
54. Nothing in this Contract is intended to, or will operate
to, create a partnership between the parties, or toauthorise either party to act as agent for the other.
55. BSI may subcontract its obligations under this Contract.
56. The Contract is personal to Client. Client may not
assign, transfer or deal in any manner with its rights
and obligations under the Contract. BSI may assign its
rights under the Contract to a BSI group company.
57. The Contract constitutes the entire agreement between
the parties and supersedes and extinguishes all
previous drafts, agreements, warranties, arrangements
and understandings, whether written or oral, relating to
its subject matter. Each party acknowledges that theMaterials do not represent a warranty ofmerchantability or of fitness for purpose and, inentering the Contract, it has not relied on, and will haveno remedy in respect of, any statement, representation,
warranty or understanding that is not set out in theContract.
58. A person who is not a party to the Contract will not have
any rights under or in connection with it.
59. A failure to or delay in enforcing a right or remedy under
this Contract does not constitute a waiver of that rightor remedy.
60. If this Contract has been translated into a language
other than English, the English version will prevail to theextent of any inconsistency with the translation.
61. If any court or competent authority finds that any
provision of the Contract (or part of any provision) is
invalid, illegal or unenforceable, that provision or partprovision will, to the extent required, be deemed to bedeleted, and the validity and enforceability of theremainder of the Contract will not be affected.
62. Any notices to a party in connection with the Contract
must be in writing and sent by email or delivered to theparty’s address set out in the Contract.
63. Client will bring any claim or proceeding of any nature
against BSI in writing within 6 months of the earlier ofthe date that BSI complete providing the services to
Client or the date on which the Contract expires or
terminates.
64. This Agreement will be governed by the laws of thejurisdiction in which BSI is registered (“the Registered
Jurisdiction”). The Courts of the Registered
Jurisdiction will have non-exclusive jurisdiction to
adjudicate any disputes arising under it.

Version – June 2022

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