BSI Terms for Approved Body Services
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BSI shall perform the services described and inaccordance with this contract (Contract).
The Contract will commence on the date Client signifies
agreement to the Contract (which may be throughelectronic confirmation or otherwise).
BSI shall 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 befound on our website.
Appropriately qualified personnel will perform theservices and determine the outcome of testing,assessments and reviews. BSI may change such
personnel at any time and may carry out audits
remotely and/or use technology to capture client
information where in BSI’s opinion it is reasonable to doso.
Client will 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
3.a, 3.b or 3.c above;c.
responses to all relevant and reasonable queriesof BSI at any time and reasonable assistanceincluding access to premises to permit BSI toinvestigate 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 3.a, 3.b or 3.cabove;
e.
access to any third party site reasonably requiredby BSI to comply with clauses 3.a 3.b or 3.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 resolvethem;h. for testing services:i.
all relevant test items transported at Client’s
cost and risk in such a way so as to protect
them from damage and to notify BSI of thecomponent materials of such test items, theirsize and weight, and any special precautions

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that may be required under health and safety,
environmental or other law;ii.
all necessary access and facilities reasonably
required by BSI in order to investigate any
alleged defect in testing services and topermit BSI to re-test test items following a
Client notice of defect (which must be servedon BSI no later than 21 days after the relevant
testing services);i.
for services pursuant to which the use of aconformity mark owned or regulated by a third
party is to be made, immediate notice of:i.
all adverse incidents concerning the affected
product or service and any limit or prohibition
imposed by any regulator on the use or
marketing of such product or service;ii.
all vigilance reports relating to the relevant
product or device;iii.
any proposed changes intended to be madeto the quality management system or
product-range or product or device to which
BSI’s services relate;iv.
any proposed changes to the approved designof the relevant product or device if suchchanges could affect conformity with therequirements of use of such conformity markor conditions prescribed for use of the productor device;v.
any proposed changes to the intended use of
the product or device;vi.
any proposed changes to the approved typeof product or device;vii.
any proposed changes to any substanceincorporated in or utilised for the
manufacturing of a product or device, which
could affect conformity with the requirementsof use of such conformity mark.
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.
For testing services, BSI shall be entitled to suspend
testing until it receives satisfactory test items,
whereupon the agreed timetable for testing shallrecommence. If the testing forms part of multiple
services, BSI at its sole and absolute discretion may
provide and charge for the remainder of the services
separately from and without conducting the testing
services.
If Client wishes to change the date of an audit,
document review service or item testing, it must provide
BSI with at least 60 days’ written notice of its intention
to do so.
Client acknowledges that regulatory third-party
observers may accompany BSI from time to time during
an audit but only if subject to confidentiality obligations
to the same level as those BSI owes to Client under thisContract. BSI will provide the identity of such observer
prior to any audit. Client will not be charged any
additional fees for such observer.
Approved Body Terms of Service (UK)MDF1010 Issue 5

10. BSI personnel may abort an audit while on Client’s site
without BSI being in breach of Contract if they believe
there is a risk to safety or Client does not comply with
relevant health and safety rules.
11. 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.
12. BSI will at all times remain the owner of all certificatesand reports that it issues pursuant to the services. BSI
grants to Client a limited non-exclusive licence todisplay a certificate issued by BSI (Certificate) for solong as it remains valid, either under the terms of thisContract or on the face of the Certificate.
13. Client may disclose a report issued by BSI pursuant to
its services to any third party provided Client complies
with this clause 13 . The report must not be amended,abridged or presented in any form other than thatissued in final form by BSI. Client agrees to indemnify
and hold harmless BSI against all costs, losses including
reasonable legal fees and proceedings suffered or
incurred by BSI arising out of or relating to a third
party's reliance on a report disclosed by Client, whether
or not disclosed with BSI’s prior written consent.
14. The licence in clause 12 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 and, in respect of third
party logos, any third party terms. 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 clauses 12 and 14 ends on expiry
or termination for any reason of the Contract or relevant
Certificate. On expiry or termination, Client shall cease
all use of the relevant BSI Logo or third party-owned
logo.
15. All intellectual property rights in any BSI Logo remains
vested in BSI. All goodwill through Client's use of any
BSI Logo shall vest in BSI and to the extent any suchrights accrue to Client, Client hereby assigns them to
BSI. Client shall only display the BSI Logo in the form
approved by BSI, in accordance with any guidelines andinstructions provided by BSI from time to time and onlyin connection with the products and/or services as
specified on the relevant Certificate;
16. Client shall not use, or apply for registration of, any
trade mark which consists of, or comprises, or isconfusingly 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 Logo or the reputation or goodwill associated with
the BSI.
17. Client will take such action as is necessary to prevent
distribution of any counterfeit product purporting to be
the Client’s product and to which any BSI services may
relate. Client will notify BSI of such counterfeit productand its proposals to prevent it from being distributed assoon as possible in writing. At its discretion, BSI may
make a public statement concerning the counterfeit
product. Failure to comply with this clause 17 is material
breach of this Contract.
18. 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.
19. 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 the Client and BSI each agree shallbe final.
20. 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.
21. For general testing services not pursuant to a standard
or regulation, the testing report will only apply to theactual items tested. Client agrees that such report will
not imply or affect the outcome of other tests on asimilar item. Such report does not indicate any form of
approval, certification, supervision, control orsurveillance by BSI.
22. BSI will keep Client information confidential for a periodof 6 years from receipt and delete it thereafter and will
not use or disclose it except in the following situations(in which case, BSI shall notify Client if legally able toand within a commercially reasonable time):a.
for the purpose of exercising or performing its
obligations under the Contract; orb.
to the extent required by law, any governmental,
regulatory or accreditation authority, or court inany jurisdiction; orc.
to the extent required to be disclosed if, in thereasonable opinion of BSI, the health or safety of
consumers may be at risk.
23. Clause 22 shall 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.
24. Notwithstanding the provisions of clauses 22 and 23,
BSI may use Client information in anonymised form.
Whether by itself or in aggregate, BSI may analyse suchanonymised data or otherwise commercially exploit
such data for its business purposes.
25. BSI shall, unless otherwise agreed, invoice the Client at
the end of the month for the services performed in thatmonth.

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26. Client shall settle all invoices within 30 days of date ofissue.
27. Payments may only be made by electronic transfer tothe account detailed on the invoice issued by BSI. On
making a payment, Client shall provide the relevant
invoice number and its customer account number (asstated on the invoice).
28. If Client reasonably believes an invoice includes a sum
which is not valid and properly due:a.
Client shall notify BSI in writing within 5 days ofreceipt of the disputed invoice;b.
Client’s failure to pay the disputed sum shall not
be deemed to be a breach of this Contract;c.
following resolution of the dispute, which theparties shall negotiate in good faith, to the extent
that Client is obliged to pay an amount, then theoriginal payment terms of the disputed invoice
shall continue to run as if no dispute had beenraised. Failure to settle such invoice in accordancewith the payment terms shall permit BSI to chargeinterest in accordance with clause 31 from theoriginal due date until the date of payment.
29. Client will pay to BSI:a.
the fees for the services;b.
the current rate for the time BSI is required tospend to investigate any third-party complaint, or
any alleged non-compliance with the relevant
standard, regulation or scheme;c.
the full fee for an audit, document review service
or sample testing if changed by Client on less than
60 days’ written notice or for an audit aborted by
BSI due to the grounds in clause 10 above;d.
for testing services, the cost of returning or
disposing of the test items in an environmentallyfriendly manner;e.
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);f.
the Application Fee; andg.
an administration fee should Client request
amendments to its details on a Certificate.
30. BSI’s fees are exclusive of sales, value added tax orother tax.
31. BSI may charge interest on overdue amounts at the rateof 2.5% a year above BSI’s bankers’ base rate accruing
on a daily basis compounded quarterly.
32. BSI may increase its fees annually by no greater thanan amount equal to 10% of the fees charged in the yearof increase. BSI may increase its fees by a greater
amount, but only once it has given Client prior written
notice. On receipt of such 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 to accept the higher increase.
33. On termination of the Contract for any reason (except
due to breach of Contract by BSI), all fees outstanding
are due and payable immediately; and for testing
services, all fees are due and payable if the test items
have been received by BSI prior to date of termination.

34. Nothing in this Contract shall limit or exclude the liabilityof BSI to Client for:a. death or personal injury caused by its
negligence; orb. fraud or fraudulent misrepresentation.
35. Subject to clause 34, BSI will not be liable to Client for
any loss of profit, loss or damage to goodwill, or any
indirect or consequential loss arising under or inconnection with the Contract, whether in contract, tort(including negligence), breach of statutory duty, orotherwise, nor, if testing services are being provided,for damage to any item submitted for testing.
36. Subject to clause 34, 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 in the year
in which the cause of action arose. This limitation of
BSI’s liability will survive termination of the Contract.
37. Client shall 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 for death, personal injury or damage toproperty arising out of or in connection with BSI
performing the services on Client or third party
premises pursuant to this Contract, to the extent thatsuch may be attributable to the acts or omissions ofClient, its employees, agents or subcontractors.
38. The Contract shall terminate automatically if a date for
either an initial assessment of Client or sample testing(as the case may be) has not been agreed with BSI prior
to the end of one year from the date the Contract was
signed by Client.
39. 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.
40. Without prejudice to any rights that have accrued
under the Contract, BSI may terminate the Contract
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, Client acts insuch a manner that may bring BSI into disrepute.
41. Without prejudice to any rights that have accrued under
the Contract, either party may terminate the Contract
immediately if the other party is unable to pay its debts
as they fall due, or has appointed a receiver,

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administrator or manager over its assets, or goes into
liquidation (except for the purpose of solvent
reconstruction or amalgamation), or enters into a
voluntary arrangement with its creditors, or ceases orthreatens to cease its business.
42. For testing if BSI becomes aware that the time forcompleting such services will exceed that in theContract, BSI will stop all tests and inform Client of theassociated increase in fees. Client may terminate theservices if it does not wish to proceed by providing
written notice to BSI and will remain liable for the fulltest fee for the testing already commenced.
43. For the use of any conformity mark owned or regulated
by a third-party, not being a BSI-owned mark:a.
Client undertakes, warrants and represents that,when displaying the relevant third-party
conformity mark, Client’s declaration of conformityof the relevant product will be accurate in all
respects.
b.
Client agrees to indemnify and hold harmless BSI
and its group companies against any costs orlosses that BSI or its group company may suffer orincur through, arising out of or in connection with,any claims, demands, suits, proceedings, actions,losses, judgments, damages, costs (including all
reasonable legal fees), expenses, fines or penalties
or actions made against BSI or its group company
by any third party in relation to: (i) Client’s failure
to comply with any regulation or law specifically
governing such conformity mark; (ii) Client’s use
or display of such conformity mark in relation to
the relevant product; (iii) any change made to the
product tested, which has not been re-tested by
BSI; (iv) the product not being or alleged not tobe fit for purpose, whether such allegations aresubsequently supported in fact or not. This
indemnity shall remain binding after thetermination of the Contract.
c.
On expiry or termination of a relevant Certificate
for any reason which has not been replaced, Client
will immediately cease the use and display of suchconformity mark on the relevant product, whether
sold or not.
44. A party will not be in breach of the Contract if it is notreasonably possible to perform an obligation due tocircumstances beyond that party’s reasonable control.
If the period of non-performance continues for sixteen
weeks, the party unaffected may terminate the Contractby giving 14 days' advance written notice to the otherparty.
45. Nothing in this Contract is intended to, or shall operate
to, create a partnership between the parties, or toauthorise either party to act as agent for the other.
46. 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.
47. 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, inentering the Contract, it has not relied on, and shallhave no remedy in respect of, any statement,
representation, warranty or understanding that is not
set out in the Contract.
48. 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 shall prevail.
49. A person who is not a party to the Contract shall nothave any rights under or in connection with it.
50. A failure to or delay in enforcing a right or remedy under
this Contract does not constitute a waiver of that rightor remedy.
51. 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.
52. 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 shall, to the extent required, be deemed to bedeleted, and the validity and enforceability of theremainder of the Contract shall not be affected.
53. 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.
54. The law of England governs the Contract and theEnglish courts have non-exclusive jurisdiction to settle
any disputes or claims arising out of it.

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