TERMS AND CONDITIONS
Effective: 30 November 2018
These Terms and Conditions govern your participation in the International Trade Council Quality in Business Certification program (“Program”), as well as your use of any materials concerning the Program made available to you by the International Trade Council, including but not limited to any examinations, courseware, and instructional content (“Materials). Unless otherwise agreed in writing Quality in Business Certification services provided by the International Trade Council shall be governed by these General Terms and Conditions.
These Terms and the Proposal constitute the entire agreement between the Client and the International Trade Council with respect to any Quality in Business Certification. No variation to the Contract shall be valid unless it is in writing and signed by the Client and the International Trade Council.
If you do not accept these Terms and Conditions you may not participate in the Program, nor may you use any Quality in Business Logos and Appellations or Materials.
To participate in the Program, you must meet the eligibility criteria as defined by the Council from time-to-time.
To use Quality in Business Certification Logos and Appellations, your organization must complete a Quality in Business Certification Assessment (“Assessment”) and obtain a passing score on that Exam, as determined by the International Trade Council in its sole discretion. You agree to fully abide by all instructions, guidelines and procedures associated with the Exam and its administration.
You agree that you will not engage in any misconduct in connection with the Exam, including receiving or providing unauthorized assistance, submitting work that is not your own, and possessing or using unauthorized materials. Further, you will not make any form of false representation concerning your identity or misuse any testing identification number, username, or other credentials that have been provided to you.
To enable the International Trade Council to establish confidence that your organization meets the requirements of this Program and the specified standard, we require you to:
- Complete an online assessment within the allotted time frame.
- Demonstrate compliance to the specified standard, to the satisfaction of the International Trade Council.
- Nominate a management representative and advise the International Trade Council of this nomination.
- Provide full access to all records and documentation relevant to your assessment.
If the International Trade Council is not satisfied that compliance can be adequately demonstrated during the initial assessment, it may be necessary to undertake a site visit. Should this be the case, they will be arranged in advance and a written quotation provided.
Following submission of assessment and adequate corrective action response (where necessary) an independent review of the initial assessment report will be conducted. If satisfactory the International Trade Council shall then grant certification. As evidence of certification your organization will receive a Quality in Business signed certificate, valid for 1 year, detailing the certification received.
Continuation appendices may support this; the International Trade Council may at any time refuse certification or revoke, suspend or terminate certification where, in the International Trade Council’s reasonable opinion, compliance with the specified standard or this agreement has not been met.
Subject to availability, if your organization does not pass the Assessment you may retake it by accessing a further purchase provided that you and/or your organization are not deemed by the International Trade Council to be in breach of these Certification Terms. Access to one Assessment entitles you only to sit for that Assessment a maximum of two times per certification period.
Certification Marks (Logos and Appellations)
Subject to these Terms and Conditions, upon your passing of an Assessment, we grant your organization the right to use the Quality in Business Certification Logos and Appellations, as appropriate to the type and level of certification your organization has achieved, to identify your organization as a person who has attained such certification for a period of one years from your passing of that Assessment, but for no other purposes without the prior written consent of the International Trade Council. In this connection, you will abide by any manner of use instructions or guidelines concerning the Quality Business Certification Logos and Appellations that the International Trade Council may provide to you separately, whether by means of a posting on the Quality in Business website or in a written communication (including email) to any address provided by you. Further, unless otherwise instructed or agreed in writing by the International Trade Council, you will not use the Quality in Business Certification Logos and Appellations in a manner that is inconsistent with the “Quality in Business Brand Usage Guidelines” at the Quality in Business Website or its successor guidelines.
The International Trade Council reserves the right entirely at our discretion to exclude you from the Program and require you to cease using Quality in Business Certification Logos and Appellations, without refund or reimbursement, in the event that the International Trade Council believes you to be in breach of these Certification Terms.
You understand and agree that passing any Assessment signifies only that your organization has passed that Assessment and that you may use the Quality in Business Certification Logos and Appellations as permitted by these
Certification Terms. Neither your use, nor your right to use, Quality in Business Certification Logos and Appellations provides or implies any guarantee whatsoever from the International Trade Council of the quality of any work you may perform. Nor is the International Trade Council liable in any way for any deficiencies in said work.
Surveillance and Re-Assessment
It is a condition of this agreement that you advise the International Trade Council in writing, if at any time you no longer comply with this agreement or the specified management standard, or make significant changes to your management system. You should advise your designated International Trade Council contact.
The International Trade Council may make one or more visits to your premises to ascertain the continuing effectiveness of your management system and that it adheres to the same standards as documented in your Assessment. The duration and frequency shall be at the reasonable discretion of the International Trade Council.
At the end of 1 year your organization will be due for certification renewal.
Changes to Your Organization
It is a condition of this agreement that you inform the International Trade Council of any substantive changes that take place or are planned to take place in or to your structure, strategy, management or culture (a “Change”) which could affect your Quality in Business Certification.
Without limitation, a Change may include any merges, acquisitions, takeovers, new brand using existing people, cases of significant growth or reduction in employee numbers and changes in name or ownership. You must inform the International Trade Council prior to the Change taking place or, if this is not possible, as soon as is reasonably practicable following the Change.
The International Trade Council reserves the right to investigate the nature of any Change and its impact on your Quality in Business Certification. Wherever possible, this investigation shall be timed to take place with a routine assessment of your Certification.
Certificate Suspension or Withdrawal
Following an unsuccessful assessment or surveillance of an organization’s management system, the Quality in Business Certification may be suspended or withdrawn as follows:
- As a result of continued misuse of Quality in Business Certification Marks.
- Failure to apply corrective action as a result of non-conformances found at an assessment or surveillance within the relevant timescale.
- Any other breach of these Terms and Conditions.
Scheme Requirements Branch Conformity
It is a requirement of Certification that you advise the International Trade Council in writing of any knowledge of non-conforming branches. Those branches will then be excluded from your Quality in Business Certification.
Costs, Expenses and Refunds
Except only as expressly otherwise provided in these Terms and Conditions, you will be responsible for your own costs and expenses in connection with taking any Assessment or participating in the Program, and no reimbursements or refunds will be offered or available for any costs or expenses incurred by you, including travel and accommodation expenses.
Non-Transfer of Rights
Any rights and licenses granted to you under these Terms and Conditions are nonexclusive and non-transferable.
Acts or Omissions of the Client
The International Trade Council shall not be required to fulfill its duties and obligations under this agreement if the International Trade Council is prevented from fulfilling its duties and obligations by any acts or omissions of the Client.
Ownership of Quality in Business Certification
The certificate and the right to use the logo shall remain the property of the International Trade Council and you agree not to assign, charge, licence, transfer or otherwise deal with it in any way.
Limitation of Liability
Financial Liability of the International Trade Council (including liability for the acts or omissions of its employees and contracted staff) to the Client in respect of:
- Any breach of this agreement
- Any use made by the Client of the Program; and
- Any representation, statement or act or omission (including negligence arising under or in connection of this agreement
All warranties and conditions and other terms implied by statute or common law, are to the fullest extent permitted by law, excluded by this agreement.
The International Trade Council shall not be liable for:
- Loss of profit;
- Loss of business;
- Depletion of goodwill and/or similar losses;
- Loss of contract
- Loss of corruption of data or information or
- Any special indirect, consequential or pure economic loss, costs, damages, charges or expenses;
The International Trade Council‘s total liability in contract, (including negligence or breach of statutory duty), misinterpretation, restitution, or otherwise arising in connection with the performance of this agreement shall be limited to the fee paid by you for this Program.
The International Trade Council, its employees and contracted staff shall keep confidential all information relating to your business and shall not disclose that information to any third party.
The International Trade Council, its employees and contracted staff have signed individual confidentiality agreements and will only receive confidential information on a need to know basis. This confidentiality agreement shall continue for a period of not less than 10 years after termination of this agreement.
You shall keep confidential all information relating to the commercial and intellectual property of the International Trade Council and shall not disclose this to any third party.
These restrictions shall not apply to any information in the public domain or which the International Trade Council is required by law or relevant accreditation bodies to disclose.
If either party is affected by Force Majeure it shall promptly notify the other party of the nature and extent of the circumstance in question.
Neither party shall be deemed to be in breach of this agreement, or otherwise be liable to the other, for any delay in performance or the non-performance of any of its obligations under this Agreement to the extent that the delay or non-performance is due to any Force Majeure of which it has notified the other party, and the time for performance of that obligation shall be extended accordingly.
If the International Trade Council receives a complaint about your organization, within the scope of your certification, which proves on investigation to be well founded, the International Trade Council will require immediate action within a specified time. Failure to take adequate action may lead to withdrawal or suspension of certification. A special visit may also be required to resolve the issue, which shall be charged to you.
If you have cause to complain about the provision of the Program, the complaint should be made to the Quality in Business Certification Manager.
We aim to work with you to resolve any complaints raised, however in the unlikely event that you are not satisfied with our response you may register an appeal.
Publicity & Promotion
In order to maintain the integrity of the Program, you agree not to make any misleading statements concerning your application or certification to any third party and will use your best endeavors to ensure that no-one connected with you gives misleading information.
The Program is provided “as is”, without warranty of any kind. The International Trade Council disclaims all warranties and conditions, express or implied, including but not limited to any implied warranties and conditions of merchantability, fitness for a particular purpose and non-infringement, and any warranties and conditions arising out of course of dealing or usage of trade. No advice or information, whether oral or written, obtained from unity or elsewhere will create any warranty or condition not expressly stated in this agreement
This Contract constitutes the whole agreement between the parties and supersedes all previous agreements between the parties relating to its subject manner.
Each Party acknowledges that in entering into this Contract it has not relied upon any representation, inducement promise or agreement, whether oral, written or otherwise made by or on behalf of the other Party and which has not been incorporated within or specifically referred to in this Contract, and that no other agreement, statement or promise not contained in this Contract shall be valid or binding.
Governing Law & Jurisdiction
This Contract shall be governed and construed in accordance with the Laws of Delaware, the United States of America. The Parties hereby submit to the exclusive jurisdiction and procedure of the Delaware Court of Chancery.
Any notice to be given under this Agreement shall be in writing and shall be deemed to have been duly given if left at or sent by first class post, registered post or facsimile or other electronic media to a party at the address or relevant telecommunication number for such party or such other address as the party may from time to time designate by written notice to the other.
Any notice or other document shall be deemed to have been received by the addressee two working days following the date of dispatch of the notice or other document by post or, where the notice or other document is sent by hand or is given by facsimile or other electronic media simultaneously with the delivery or transmission.