Terms and Conditions

Confidentiality

The consultant will not divulge to third parties confidential information concerning the client’s products, processes, product developments, personnel, facilities, security, and other concerns expressed to the consultant not already in the public domain. The client will not divulge to third parties confidential information concerning Cavendish Scott’s fee structure, methods of work, personnel and other information provided to the client, not already in the public domain. Information regarding working practices, approach and expertise may be divulged where the client has been identified as a reference to a potential client of Cavendish Scott.

License and Ownership

The ownership of all auditing tools, report formats, schedule formats, forms, and other documentation created or supplied by the consultant in connection with the project will remain property of Cavendish Scott, Inc. until payment in full has been received. The client is granted license to use such documentation during the project only as long as the agreed payment terms are met. Only upon full payment of all Cavendish Scott, Inc.’s invoices, is the client granted a right to use and maintain said documentation. The copyright in all documentation remains with Cavendish Scott, Inc. and the client is not granted any right to copy or transfer ownership of the documents to any other organization or to use it outside of the scope of organization to which it was provided by Cavendish Scott, Inc. without the written permission of Cavendish Scott, Inc. The client is not allowed to copy Cavendish Scott, Inc. schedules, schedule formats, reports and report formats for use outside of a Cavendish Scott, Inc. audit. The client will also take reasonable steps to ensure that employees and ex-employees do not mis-use this copyright and protect the documentation from theft and use by employees, ex-employees and other organizations. The client hereby acknowledges Cavendish Scott, Inc’s ownership of the copyright of the schedules, schedule formats, reports, report formats and other documentation supplied until transfer of ownership upon full payment of all invoices submitted. The client also acknowledges Cavendish Scott, Inc.’s right to, and will support, obtaining of an injunction against use of the schedules, reports and other documentation supplied in obtaining or maintaining any certification obtained or maintained in part with the documentation supplied.

Termination

The contract may be terminated for cause at any time by either party giving two weeks written notice to the other. Cavendish Scott will provide a statement of work completed, fees received and any fees and expenses outstanding or refunded to the client. The client will be responsible for all costs incurred including a fee of $50 for rescheduling an audit once dates have been agreed or within 6 weeks of the agreed dates, unless the change is mutually arranged. Where the client cancels the project within 6 weeks of the audit and after the schedule has been produced, the client will be responsible for a fee of $750 in respect of planning and preparation work already completed.

Liability

Cavendish Scott’s total liability under this agreement shall be limited to an amount equal to the fees received by Cavendish Scott with respect to this agreement. Cavendish Scott shall not be liable for product safety, or the results of any testing used to determine product safety and efficacy. Product safety shall be the sole responsibility of the client. The client shall indemnify Cavendish Scott against all damages penalties, costs, and expenses to which Cavendish Scott may become liable as a result of performing the work involved in the contract, as instructed by the client.

Auditing

Please note that an audit is a sampling activity and we are unlikely to be able to look at all records in your management system. We are also unable to see things which are not presented to us or are hidden from us. Consequently it is possible that for any auditing activities that we do not see evidence of nonconformance that exists. It is important that management reviews the audit process, evidence, results and conclusions and determines that the time and resources devoted to auditing is adequate to meet their needs.

Offers of Employment

The client hereby agrees not to make an offer of employment in any form including full-time or part- time employment, contract or subcontract arrangements to perform duties or employment or subcontract through a third party, to any member of staff, associate or other person provided, recommended or supplied by Cavendish Scott Inc. for a period of 15 months after completion of this Agreement, without the written permission of Cavendish Scott. In the event that this clause is breached, the client agrees to pay Cavendish Scott Inc. an introduction fee equivalent to 50% of their current salary upon termination of employment with Cavendish Scott.

Dispute Resolution

Any dispute, controversy or claims arising out of or relating to this Agreement, including issues relating to ownership or right of intellectual property or to proprietary information, shall be settled through the courts of law in Denver, Colorado.

The client agrees that if full payment has not been made to Cavendish Scott, Inc. in accordance with this agreement that they will not seek ISO registration or maintenance of ISO registration by a third party certification body until any dispute has been settled and agreed by Cavendish Scot, Inc. in writing. The client acknowledges and agrees that Cavendish Scott, Inc. has the right to obtain an injunction against the Client seeking ISO registration or maintenance of registration in the event that full payment is not made in accordance with this agreement.

The Client acknowledges that if they achieve or maintain ISO registration, even if findings were documented by the certification body during the assessment, that Cavendish Scott, Inc. has fully met its obligations and provided a quality service under this agreement.

Entire Agreement and Amendment

This agreement contains the entire agreement of the parties, and there are no other promises or conditions in any other agreement whether oral or written. This agreement may be modified or amended if the amendment is made in writing; it specifically references this agreement and is authorized by both parties.

Waiver, Validity of Provisions and Assignment

Failure by either party to enforce a clause or any part of a clause shall not be interpreted as a waiver of the right of that party to subsequently enforce it. Any provisions of the contract where proved to be wholly or partially invalid or partially invalid or partially invalid or unenforceable, the provisions shall be valid and enforceable for any other purpose and the remaining provisions of the contract shall continue in full force and effect. This agreement may only be assigned with the express written permission of both parties.

Finance Charges

In consideration for the extension of credit, the client promises to pay for all purchases within the terms agreed and agrees to pay a service charge per month of 1&1/2% per month (18% annual percentage rate) on all past due balances.

Collection Fees

The client agrees to pay all reasonable collection costs, including the fees of third parties engaged to collect outstanding monies owed, including collection agencies, attorney fees, whether or not litigation has commenced, all costs of litigation incurred and any other reasonable costs incurred.

Applicable Law

This Agreement shall be governed by the laws of the State of Colorado.