SPECIFIC TERMS AND CONDITIONS OF THE CONTRACT
Article 1 – OBJECT OF THE CONTRACT
1.1. This contract aims to provide certification and (optional) monitoring services for ISO management systems by THE CERTIFICATION BODY [MCERT], which are independent (third-party) activities and are intended to assess the extent to which specific management system requirements are met by the CLIENT.
1.2. All certification services are conducted remotely, utilizing digital communication tools following the guidelines set out in ISO 19011:2018 – Guidelines for auditing management systems. Remote assements are carried out effectively using appropriate technology, maintaining the integrity and objectives of the audit while managing associated risks.
1.3. Clients must ensure that necessary resources, such as stable internet access and appropriate technology, are available to facilitate the audit process
1.4. MCERT reserves the right to limit the scope of certification based on the information provided in the application request. MCERT also retains the right to refuse service to clients who do not meet the criteria or comply with applicable laws.
1.5. As of the date of signing this contract, MCERT is an accredited certification body under the requirements of ISO/IEC 17021-1:2015, accredited by IMAB (The International Management Accreditation Board) and UAS (United Accreditation Service) for certifying organizations in the following management system standards: ISO 9001: 2015, ISO 14001: 2015, and ISO 45001: 2018.
Article 2 – CONTRACT VALUE AND DURATION
2.1. The fee for the initial certification is mentioned in the package offer selected by the client
2.2. Fees for annual monitoring to extend the certification are mentioned in the package offer selected by the client
2.3. Contract duration is 12 months and 7 days from the signature date of the contract such as 7 days to deliver the services mentioned in article 1 within the agreed contractual timeframe of 7 days from the signature date of the contract and 12 months valability of the initial certification.
2.4. After completing the examinations, the certification body will review findings and make a certification decision.
2.5. A certificate, full certification documentation and manual and procedures will be issued to clients who successfully demonstrate compliance with the applicable standard.
2.6. To maintain certification, clients must undergo annual surveillance assesments to confirm continued compliance with the management system and the relevant ISO standard. These also are conducted remotely.
2.7. After three years, clients must apply for recertification to maintain their ISO status. This process involves a comprehensive asesments similar to the initial certification.
Article 3 – CLIENT’S OBLIGATIONS AND RIGHTS
3.1. The CLIENT is required to provide the CERTIFICATION BODY with all data and information requested (that are not confidential) throughout the contract period and must inform the CERTIFICATION BODY of any changes in the company’s activities that may affect the services provided.
3.2. The certificates issued will be consistent with the details provided by the clients in the application form submitted and in the additional relevant documents requested ( if applicable).
3.3. Clients must promptly inform the Certification Body of any significant changes to their management systems, organizational structure, or business operations that may affect their certification status
Article 4 – CERTIFICATION BODY’S OBLIGATIONS AND RIGHTS
4.1. The CERTIFICATION BODY has the right to request and obtain correct information from the CLIENT regarding the company’s activities, necessary for providing services.
4.3. The CERTIFICATION BODY has the right to be informed by the CLIENT of any situation that arises during the contract’s duration that may affect the delivery of the contracted services.
4.4. The CERTIFICATION BODY reserves the right to terminate this contract if the CLIENT does not fulfill its contractual obligations in good faith or if, due to actions attributed to the CLIENT, the CERTIFICATION BODY’s image is damaged in any way.
Article 5 – MODIFICATION AND TERMINATION OF THE CONTRACT
5.1. This contract terminates in the following situations upon expiration of the contract’s term, at any time, by mutual agreement of the parties, by termination:
5.2. Either party has the right to terminate this contract if the other party violates or fails to fulfill any of the obligations under this contract, which is not remedied within 5 days of receiving written notice by email. Both parties will act in good faith to remedy such violations within the specified timeframe. Termination will take immediate effect without further formalities or judicial intervention.
5.3. This contract can be terminated by either party with prior written notice sent to the other party 15 days before the intended termination date, without judicial intervention or other prior formalities.
5.4. Termination of this contract does not result in any further obligations for either party, except for outstanding obligations up to the termination date.
5.5. The provisions of this contract can be modified with the agreement of both parties through a written addendum signed by both parties.
Article 6 – LIMITATIONS OF LIABILITY
6.1. The CLIENT will act in good faith throughout the execution of the contract, bearing full responsibility for their activities, relationships with third parties, and how they choose to manage and use the documents/certificates provided by the CERTIFICATION BODY.
6.2. The CLIENT is fully responsible for how they use the certifications/documents received from the CERTIFICATION BODY and for respecting, following, monitoring, and implementing the management system requirements within their commercial activities to demonstrate their capability to consistently deliver products and/or services that meet the requirements of their customers.
6.3. The CERTIFICATION BODY bears no explicit or implicit, direct or indirect responsibility and cannot be held accountable in any way for the CLIENT’s use of the certificates/documents prepared and provided by the CERTIFICATION BODY.
6.4. The CERTIFICATION BODY cannot be held liable for any direct, indirect, or incidental damages incurred by the client or third parties.
6.5. The CERTIFICATION BODY cannot be held responsible for the non-performance of the contract when this results from the CLIENT’s failure to meet obligations under this contract.
Article 7 – CONFIDENTIALITY AND LIABILITIES
7.1. The CERTIFICATION BODY agrees to use the information provided by the CLIENT strictly confidentially. The information (know-how) obtained by both parties as a result of the execution of this contract is strictly confidential, being considered trade secrets (which have commercial value due to being secret, are not generally known, and are not easily accessible, and are subject to reasonable measures to be kept secret).
7.2. The following are considered confidential (trade secrets): information and verification documents subject to the contract, financial, technical, logistical, and procedural aspects of the CLIENT and/or the products/services offered, as well as aspects representing the market position of the CLIENT/Certification body, client/supplier portfolios of the parties (as applicable).
7.3. Persons involved in the execution of the contract may not disclose confidential information unless both parties provide mutual written consent.
7.4. The CERTIFICATION BODY may disclose information or make available documents subject to the contract only to persons involved in its execution and only with the consent of the CLIENT’s legal representative.
7.5. The CLIENT ensures that confidential information is not disclosed to any employee who does not have competencies, responsibilities, or interests related to the object of the contract, nor to any other individuals or entities that operate in the same market as the certification body or are in competition with the certification body without the CERTIFICATION BODY’s consent.
7.6. The CERTIFICATION BODY will use the information received from the CLIENT solely for the execution of the services and is obliged not to disclose any information that is subject to this contract to employees who do not have competencies, responsibilities, or interests related to the contract’s subject or to any other individuals or entities that operate in the same market as the CLIENT or are in competition without the CLIENT’s consent.
7.7. The obligation to maintain confidentiality applies throughout the contract and for 24 months after its termination.
7.8. The CLIENT acknowledges the applicable legal provisions related to the voluntary regime of management system certification and will not use the certification awarded by the CERTIFICATION BODY or documents issued by it to evade responsibility or be exempted from liability regarding the legal operation/authorization of its activities and/or products/services offered on the market in his country
7.9. The CLIENT commits to act in good faith in all its activities and comply with applicable legislation, to respect the contractual clauses, and not take any action that could damage the CERTIFICATION BODY’s image or integrity, otherwise, the CERTIFICATION BODY reserves the right to suspend or withdraw certification and request corresponding damages for the prejudice suffered.
7.10. If the CLIENT’s activity, whether intentional or due to negligence, harms the CERTIFICATION BODY’s reputation, it will be required to pay compensation for any direct or indirect damages suffered by the Certification Body, including but not limited to loss of clients, loss of confidence in certification, and reputational damages.
Article 8 – JURISDICTION AND LEGAL DISPUTES
8.1. This contractual relationship, which is between a legal entitiy from EU and legal entities form the United Kingdom, is governed by the law of Certification Bodys’s country, as determined by Regulation (EC) No. 593/2008 (Rome I), which applies in European Union and is recognized in the United Kingdom through the European Union (Withdrawal Agreement) Act 2020.
8.2. This contract is exclusively applicable to legal entities and is not subject to any consumer protection laws.
8.3. This contract shall comply with the mandatory rules of the Certification Body’s national law, and where applicable, those of the United Kingdom, in accordance with Article 9 of the Rome I Regulation.
8.4. Any disputes arising from or relating to theese Terms shall first be addressed through amicable negotiation
8.5. In the event of a dispute between the contracting parties, the applicable law shall be determined under the Rome I Regulation and the provisions of the European Union (Withdrawal Agreement) Act 2020, with due consideration given to the public policy of each jurisdiction involved.
8.6 If the parties cannot resolve the dispute, it shall be submitted to arbitration under the rules of [Arbitration Body]. The arbitration proceedings shall take place at International Commercial Arbitration Court attached to the Chamber of Commerce and Industry of Romania (CCIR) and be conducted in romanian language.
Article 9 – CONTRACTUAL LIABILITY
9.1. Any mutual financial claims between the parties aimed at covering any damages that result from or are related to this contract cannot exceed the amounts invoiced by the CERTIFICATION BODY and paid by the CLIENT in the calendar year prior to the claims, except for the provisions in Article 7 – Confidentiality.
9.2. The certification body provides certification services in good faith based on the information available at the time of the examination process, provided by the client and does not warrant the effectiveness or legal compliance of the Client’s management system or the implementation of it.
9.3. The Company is not liable for any indirect, incidental, or consequential damages, including but not limited to loss of profits, loss of business, or damages arising from any errors or omissions in the certification process.
9.4. The Company is not liable for any government actions (e.g., laws, regulations) that can impact the activities of the client or the certification awarded.
9.5. The parties to the contract shall be regarded as independent contractors, and neither party has the authority to create or assume obligations on behalf of the other. The terms and conditions of this contract supersede any prior written or verbal agreements between the parties regarding the subject matter and can only be modified through a written agreement signed by both parties.
Article 10 – NOTIFICATION BETWEEN THE PARTIES
10.1. In the understanding of the contractual parties, any notification sent by one party to the other is considered validly fulfilled if it is sent by email or to the address mentioned in the contract.
10.2. Verbal notifications are considered valid only if confirmed through one of the means described above.
Article 11 – PERSONAL DATA PROTECTION
11.1. The CERTIFICATION BODY collects, records, uses, and stores personal data of the CLIENT ( according to GDPR policies) exclusively for the purpose of managing and communicating the commercial contractual relationship for the purposes of providing certification services and for fulfilling the legal obligation to issue fiscal documents.. These data are not stored for longer than necessary to fulfill the purposes for which they were collected.
11.3. Both parties agree to comply with applicable data protection laws, including the General Data Protection Regulation (GDPR) where relevant, ensuring that personal data is processed lawfully and securely.( see specific GDPR section)
Article 12 – FORCE MAJEURE AND OTHER CAUSES BEYOND THE CONTROL OF THE PARTIES
12.1. In cases of rebellion, war, floods, earthquakes, dangerous weather conditions, orders from state or local authorities, or any other causes beyond the control of the CERTIFICATION BODY or CLIENT that prevent the fulfillment of contractual obligations for a period exceeding 60 calendar days, the contract will be terminated. In such cases, each party will bear its own losses, damages, and costs incurred up to that point.
Article 13 – FINAL PROVISIONS
13.1. This document comes into force on the date mentioned in the contract. Its clauses are supplemented by the legal provisions in force regarding commercial relations as of the contract signing date.
13.2. This contract, with its modifications and additional acts (if applicable), represents the will of the parties and eliminates any prior or subsequent verbal agreement between them.
13.3. By signing this contract, the parties acknowledge and agree to the contractual clauses and understand the responsibility and obligation to respect the contractual provisions and the confidentiality of the information exchanged.
13.3. The contracting parties declare that they have full capacity to contract, act in good faith and with reasonable diligence, and consent to sign this contract with the intention of creating a legal relationship.
13.4. The CERTIFICATION BODY and CLIENT expressly declare that they consent to this contract seriously, freely, and with full knowledge of its contents.
13.5. This contract contains 4 pages (including the 3 pages of annex) and is concluded in two copies, one for each party.
Management Certification [MCERT]