The HPA - Terms and Conditions of Contract
Certification Products and Services
The scope of these terms and conditions of contract cover Products
and Services where The HPA provides third party certification. In
providing Assessment products and services to Clients The High Performance
Assessment Ltd (The HPA) operates in accordance with the following
terms and conditions of contract, which may only be amended by written
agreement within an appropriate document. These terms and conditions,
together with any associated documents as defined below which have
been accepted by both parties, form the entire contract between
The HPA and the Client.
Within these terms and conditions of contract, the word 'document'
shall be defined as "any information that defines the products
or services that will be delivered and the associated costs".
This may include, but is not restricted to product definition(s)
that appear on our web site, a specific proposal for services, or
a combination of the two.
- To protect the interests of Clients The HPA undertakes the
professional obligation not to disclose information that is confidential
to the Client. However, this confidentiality shall not extend
to any information already known to The HPA prior to its disclosure
by the Client or lawfully received from a third party or any information
already existing in the public domain at the date of its disclosure.
- The product or service is confined to work specified in the
associated documents. The time to complete the work and the
measure of its success depend to a degree on factors outside The
HPA's control, including the co-operation of the Client and the
Client's staff. Time shall not be of the essence and The HPA shall
incur no liability to the Client in respect of any failure to
complete the work or any part thereof by any date specified in
the proposal or otherwise.
- The HPA is limited, therefore, to providing an estimate of
the time required and the results obtainable based upon information
made available by the Client. Any such estimates, and any confirmation
or variation of them in subsequent correspondence or reports,
although given in good faith, shall not be deemed to be undertakings,
warranties or contractual conditions. The Client shall remain
responsible for the proper adaptation and utilisation of The HPA's
recommendations to the Client's own circumstances.
- All conclusions, forecasts and recommendations in any proposal,
report, other documents or presentations are made in good faith
and on the basis of information made available to The HPA at the
time. They are not to be deemed in any circumstances to be a representation,
undertaking, warranty or contractual condition. In no circumstances
shall The HPA be liable for loss of profit or any other consequential
damages.
- Intellectual property rights in any computer program, system,
product design or other work undertaken by The HPA shall remain
vested in The HPA. The Client shall have a free and irrevocable
license to make use of them for the Client's own purposes for
the duration of the agreed licence period, subject to The HPA's
invoices having been paid in full. The Client shall not publish
or circulate them outside their own organisation without The HPA's
written permission.
- The Client shall make available to The HPA all information
that he may reasonably require for the effective execution of
their work within the contract. When The HPA's representative
is required to work on the Client's premises, the Client will
provide The HPA with office accommodation, telephone and minor
secretarial services, and protective clothing and equipment if
appropriate, without charge.
- The fees relating to the product or service are detailed in
the documents associated with it. They remain valid for the period
stated in the documents or for 30 days from the date of their
submission. The HPA reserves the right to amend the proposed fee
after this validity period.
- Should circumstances arise which could not be reasonably have
been foreseen at the time the documents were agreed, the fee may
be amended by agreement in respect of the agreed change in content.
- Unless specified within the documents, the fees cover a licence
for the Client to use the product or service at any time they
wish. The HPA will provide access to the on-line elements of the
assessments through their web site and will make every effort
to ensure its availability. Although The HPA cannot guarantee
that it will be available for 100% of the time, they will make
every effort to maximise its availability to Clients. The Client
may only use it within the scope and participation defined in
the agreed proposal or other associated document(s).
- The duration of the contract will be for a minimum of twelve
months, unless defined otherwise within the documents. This ensures
that the initial work carried out by The HPA to design and set
up the products and services can be fully reimbursed over the
duration of the contract. The licence to use any products covered
by this contract will continue for a period of 30 days following
closure of the contract.
- The HPA reserves the right to terminate the contract immediately
where the client fails to meet these terms and conditions or have
acted in a way to bring the registration into disrepute.
- These contracts will be considered to be 'rolling contracts',
to continue until terminated by either party, unless specifically
defined as otherwise within the documents. Termination will be
enacted by either party giving a minimum of three months notice
to the other. Such notice may be given no earlier than nine months
into the first year of the contract.
- To maintain the integrity of the HPA Registered organisation
service you are obliged to use the HPA Registered organisation
mark in accordance with our Guidelines for using the HPA Registered
organisation mark - Appendix 1 to this document. You are obliged
not to make any misleading statements about you application for
registration or registration. You are also obliged to endeavour
to ensure that anyone representing your organisation does not
give any such misleading statements.
- Where required, reasonable travelling, accommodation, subsistence
or other expenses necessarily incurred in connection with the
delivery of the product or service will be recharged to the Client
at cost. Where printed copies of reports are specified in the
documents, up to eight copies will be provided free of charge.
Further copies will be charged to the Client, as will any special
printing, binding or stationery costs.
- Access to the product or service will be available immediately
the payment has been cleared through The HPA's account. Invoices
for products and services will be submitted monthly unless otherwise
stated in the documents. All invoices are payable together with
Value Added Tax within 15 days of the invoice date without right
of set-off or counterclaim statutory or otherwise. The HPA reserves
the right to charge interest at 3% above current UK bank base
rate per month on amounts outstanding 30 days from the date of
invoice. Fees and expenses are subject to the addition of Value
Added Tax, when applicable.
- If the Client fails to make payment as required by these Terms
of Working or if the Client goes into liquidation or has a Receiver
or Administrator appointed of if the Client breaches any terms
of the contract with The HPA then The HPA shall have the right
to cancel the contract with immediate effect, discontinue any
work and deny further access to the products and services. All
sums owing at that time shall become immediately payable as a
debt to The HPA.
- If the nature, ownership or legal status of the client organisation
changes the client shall inform the HPA so that any potential
impact on the certification can be assessed. Similarly if changes
in the management, key technical staff, main policies or scope
of operation take place that materially effect the way the organisation
operates the client is obliged to inform The HPA.
- In order to ensure any assessment report and its associated
certificate (if issued) can be understood in full context, the
client undertakes to disclose to any party using the report or
certificate all regulatory non-compliances and occurrences within
the scope of the assessment for which any regulatory authority
requires notification. In addition, such occurrences will also
be disclosed to The HPA as soon as practicable after they have
occurred, and at latest at the site visits.
- No failure or delay on the part of The HPA in exercising their
rights under the contract shall be deemed to be a waiver of that
right and no waiver by The HPA of any breach of the contract shall
be considered as a waiver of any subsequent breach of the same
or any other condition.
- English law governs the contract between The HPA and the Client
and the parties undertake to submit to the jurisdiction of the
English courts. The HPA reserves the right to amend these Terms
and Conditions with reasonable notice.
Where a dispute cannot be resolved with HPA you may invoke our
appeals procedure by writing to the Company Secretary of The HPA.
Appendix 01 - Guidelines for using the HPA Registered organisation
mark
The HPA Registered organisation mark is available for organisations
to use that have a current HPA registration for their management
system. We encourage our clients to use the mark appropriately to
promote their business. The mark can be used in monotone or colour.
These guidelines are provided to help organisations get maximum
benefit from using the mark and prevent misuse and misinterpretation.
We encourage you to use the mark on materials to promote your business
such as on:
- Company vehicles
- Company letterheads and correspondence materials
- Advertising and promotional materials
- Electronic media
- Company buildings
- Flags
- Products and services (subject to *)
To ensure that the mark is correctly understood and interpreted
we ask you to:
Use the mark with the:
- The appropriate management systems standard number e.g. ISO
9001:2000 next to it
- The corresponding certificate number next to it
Not to use the mark:
- To suggest specific product certification. *You may use the
mark to state the product or service is provided under an ISO
9001:2000 management system.
- For any activity, service or product outside of the scope
of the registration
Where the certificate of registration bears an accreditation mark
e.g. ASCB(E) for HPA's accreditation you may use
the appropriate mark with the HPA Registered organisation mark.
Registered Organisation Mark
Further advice
If you would like to discuss your requirements further please contact
us. Electronic files of the logos are available.
Version 20050419
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