01) Introduction

The parties to this agreement, i.e. VATSIN CERTIFICATION PRIVATE LIMITED., hereinafter referred to as “VCPL” and the company to be certified hereinafter referred to as the “Client” have fully understood and concluded the following Management System Certification Agreement

02) Purpose

The purpose of this agreement is to define terms, conditions and responsibilities that govern all parties to this agreement during and after the provision of the management system certification service to the client as per the requirements of ISO 9001-2015, ISO 14001-2015 & 45001-2018.

 

03) Scope

.This certification agreement covers the responsibilities of both the VCPL and the client and the terms, conditions and obligations which they are abide by during the time the client participates in the specified certification scheme.

04) General Requirements

1. Certification Audit of the Client’s management system shall be performed on the basis of the requirements of applicable standards.

2. The audit program shall include a two-stage initial audit, surveillance audits in the first and second years, and a recertification audit in the third year prior to the expiration of the certificate.

3. An audit plan is established for each audit in contract with the Client.

4. A documented report is provided after each audit.

5. Client shall make all necessary arrangements for the conduct of the audits, including provision for examining documentation and access to all processes and areas, records and personnel for the purpose of initial certification, surveillance, recertification and resolution of complaints.

6. Client shall make provisions, where applicable, to accommodate the presence of observers (e.g., accreditation auditors or trainee auditors).

7. Client shall comply with certification requirements

 

05) Personnel, Impartiality and Confidentiality

1. VCPL undertakes to provide suitably qualified and technically competent personnel for all audit and surveillance activities using their own staff or suitable qualified and competent associates.

2. All members of VCPL (full-time employees, associates or local representatives) are required to sign confidentiality agreements concerning all confidential information to which they may be exposed.

3. They are required to declare any conflict of interest prior to an audit or as soon as they become aware of a threat to the impartiality of the audit.

4. The Client will be notified in advance of the lead auditor’s name and who will be attending.

5. All information acquired by VCPL about an applicant or a registered company shall be confidential and, except as required by an accreditation body or regulator or for input to required industry databases, shall not be disclosed to a third party without the prior written agreement of the company concerned.

6. VCPL does reserve the right to inform the relevant authorities if breaches of legislation are found as part of the audit process.

7. All certification activities and the management of impartiality are overseen by the Directors of VCPL.

 

06) Access and Safety

1. The Client is responsible for ensuring that when VCPL visits your site VCPL has adequate protective equipment for the working environment to be assessed. Where specialist training is required, this shall be disclosed to VCPL at the outset.

2. Clients shall raise these issues with VCPL in advance of a visit.

To ensure an effective audit, Clients are required to make all necessary arrangements for the conduct of the audit, including access to all processes and areas within the organisation, records and personnel.

3. This policy also applies to follow-up audits following a complaint received from an interested party, for example, about the products/services provided by the certified organization.

 

07) Changes to Client Organisation

1. It is a condition of this agreement that you inform VCPL 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 certificate.

2. 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.

3. You must inform VCPL prior to the change taking place or, if this is not possible, as soon as is reasonably practicable following the change.

4. VCPL reserves the right to investigate the nature of any change and its impact on your certification.

5. Wherever possible, this investigation shall be timed to take place with a routine assessment of your certification.

6. There may be a requirement to re-quote in line with the new changes and you will be notified of this prior to the assessment taking place.

 

08) Audit Method

1. The first stage of the audit requires the Auditor to conduct an on-site readiness review of the Client’s management system to assess the documentation and if the implementation of the management system is at a level sufficient to progress to the Stage two audit.

2. When satisfied with the compliance of the documentation and system readiness the Auditor will produce a report and will agree a date with the Client for the Stage 2 audit.

3. The Stage 2 audit will then be conducted in accordance with VCPL management system processes. If further visits are required, due to non-compliances found, these will be undertaken and the Client will be liable for any extra charges incurred based on the current audit day rate in the quotation.

4. The audit will be carried out against the agreed audit criteria.

5. Once registration has been obtained the Client will be under a duty to notify VCPL of any changes that significantly affect the registration.

6. VCPL may re-audit if necessary (short notice) due to the significant changes or as a result of any complaint, or follow-up on suspended clients. If any additional charges are incurred VCPL reserve the right to pass these additional charges on to the Client.

7. ISO 45001 Specific «delete if not applied»: If the Client provides services at another organization’s premises, VCPL will verify that the client’s OH&SMS covers these offsite activities (notwithstanding the OH&SMS obligations of the other organization). In determining the time to be spent for audit, we shall consider auditing periodically any organization site where these employees work. Whether all sites shall be audited will depend on various factors such as OH&S risks associated with the activities therein performed, contract agreements, being certified by another accredited CAB, internal audit system, and statistics on accidents and near misses.

8. Audit methodology will include interviews, observation of activities, electronic and hard copy documents and record review. Conclusions will be based on the evidence obtained during the audit. The auditor(s) will use sampling techniques to obtain the evidence and no guarantee can be given that a different conclusion may have been reached previously or if a different sample had been taken.

Remote Audit with the help of Information and Communication Technology (ICT)

1. The use of remote assessments by Vatsin Certification Private Limited is on a voluntary basis, by mutual agreement with the client, or may be initiated by Vatsin Certification Private Limited as and when applicable.

2. When possible, the scope, planning, assessment process, and documentation of the audit will follow ISO 19011. Upon the mutual agreement of Client and VCPL.

3. Once the client organization opted for Remote Auditing, further detailed information will be communicated/sent to them for proceedings.

09) Certification

1. On completion of the audit the Auditor will submit the report with a recommendation for either granting or refusing registration. A suitably Qualified, independent and authorized members of the VCPL team will make the certification decision and authorize the issue of the certificate.

2. Any non-conformities raised during an audit must be corrected and closed prior to a certification decision being made. The Client agrees to meet the extra visit or documentation review costs involved in closing out the non-conformities.

3. Certificates will not be issued unless payment in full has been received. The certificate remains the property of VCPL and is valid for three years, providing the client maintains the management system to the required standard.

 

10) Annual Registration, Surveillance, Re-certification and Special / Short Notice Visits

1. After the issue of a certificate, planned surveillance visits will be carried out by an Auditor at the Client’s premises at least annually in order to maintain registration. If areas of concern are identified, more visits may be carried out at the discretion of the VCPL Management.

2. Major nonconformities identified at a surveillance visit must be corrected by the Client within the timescales agreed with the auditor and closed out by VCPL either by document/record review or additional site visit. The Client agrees to meet the extra costs relating to any additional close-out work required.

3. Minor non-conformities identified at surveillance must be corrected in the agreed timescale. The action taken will be checked at the next scheduled audit. VCPL may require the Client to send evidence to confirm that effective action has been taken. Failure to address minor nonconformities may result in escalation to a major non-conformance and in such cases, the Client agrees to meet extra costs relating to additional close-out work.

4. Following a Stage 2 audit Clients must undertake their first surveillance before the first-anniversary date of their certificate. If this is not completed on time for any reason the certificate will be suspended. Following the suspension, failure to complete within three months will result in certificate withdrawal.

5. Re-Certification: A certificate will normally be valid for a period of three years (subject to ongoing compliance as detailed in these terms and conditions) A re-certification audit is required to maintain registration. The Client will notify VCPL without delay of any matters incurred that may affect the capability of the management system to fulfill requirements.

6. The re-certification audit must take place prior to the expiry of the certificate. Should the audit identify any non-conformities these must be corrected by the Client within the agreed timescale agreed with the auditor and subsequently closed out by VCPL.

7. In addition, if a complaint is made about a certified Client, or we have received notification of any changes we reserve the right to undertake a special / revisit audit to investigate whether the company is still meeting the requirements of the appropriate standard they are approved to. The client agrees to meet these additional costs.

8. Independently from the involvement of the competent regulatory authority, a special / revisit audit may be necessary in the event that VCPL becomes aware that there has been a serious incident related to occupational health and safety, for example, a serious accident, or a serious breach of regulation, in order to investigate if the management system has not been compromised and did function effectively.

9. VCPL shall document the outcome of its investigation.

10. Information on incidents such as a serious accident, or a serious breach of regulation necessitating the involvement of the competent regulatory authority, provided by the certified Client or directly gathered by the audit team during the special / revisit audit, shall provide grounds for VCPL to decide on the actions to be taken, including a suspension or withdrawal of the certification, in cases where it can be demonstrated that the system seriously failed to meet the OH&S certification requirements.

11. All VCPL certificated Clients should if requested, allow representatives of accreditation or regulatory bodies such as IAS to witness VCPL staff carrying out audits. Failure to allow this could jeopardize the Client’s registration. The presence of any observers will be agreed prior to any audit. Observers will have no influence over the outcome of the audit.

 

11) Extension or Revision to the Scope of Registration

1. This may be applied for in the same way as the initial audit, indicating the increased scope of registration required. The audit will be carried out in the areas not previously audited. If successful, a new certificate indicating the new scope will be issued by VCPL. There will be a charge for extensions to the scope and the re-issuing of the certificate. Should a certified scope be reduced, the Client will amend all advertising matters.

2. If a Client is already registered to a particular standard, for example, ISO 45001 and subsequently wishes to add an additional standard such as ISO 9001, this will be treated as a new application and the Rules of Registration relating to the initial audits shall be followed.

 

12) Certification Suspension, Withdrawal or Restoring Certification

1. On completion of the audit, to the appropriate standards or specifications, the certificate: May be suspended due to: Continued misuse of certification marks and/or VCPL logos.

2. Failure to apply corrective action as a result of non-conformities found during audit or surveillance visits.

3. Failure to allow an audit to be conducted as planned, e.g. surveillance. Breaches in legislation relevant to the scope of Registration.

Failure to pay on time.

Any other breach of VCPL’s Rules of registration and Terms and Conditions of Contract. Or withdrawn due to:

a. Failure to respond to requests made by VCPL after suspension of certificate.

b. Failure of a Client to settle a financial account.

c. At the Client’s request.

d. Failure to pay.

e. Ceasing to carry on business or threatening to do so, application for insolvency or bankruptcy petition presented against it, entry into voluntary or compulsory liquidation or having a receiver, or administrator appointed over its assets.

4. Following either the suspension or withdrawal of a certificate the client will discontinue its use and return the original certificate to VCPL and discontinue to claim accredited management system registration.

5. If the Client continues to claim certification following withdrawal then VCPL maintains the right to report the Client to the relevant legal authority and to take appropriate legal action.

6. Certificates cannot be extended beyond the expiry date and if it does expire the consequences will be explained. Following withdrawal, the certificate can be restored if the Client re-applies within the first 6 months of withdrawal, subject to technical review and completion of the recertification audit process. After 6 months the Client will need to re-apply and at least be subject to a stage 2 audit. The stage 1 audit can be waived if a technical review confirms no significant changes have occurred since the last audit.

 

13) Appeals Procedure

1. If for any reason a Client disagrees with the Auditor’s verdict they are at liberty to lodge an appeal with VCPL’s Director. All appeals will be held in the presence of an Independent Appeal committee. The committee will hear evidence from the Client’s representative and the relevant Auditor.

2. The decision of the Independent committee is final and binding on both the Client and VCPL. No counterclaims will be allowed by either party.

3. No costs, for whatever reason, will be allowed for either party as a result of an appeal. Expenses of the appeal will be met in full by the party who has the decision against them.

4. ISO 45001 requirements Information on incidents such as a serious accident, or a serious breach of regulation necessitating the involvement of the competent regulatory authority, provided by the certified Client or directly gathered by the audit team during the special audit, shall provide grounds for the Certification Body to decide on the actions to be taken, including a suspension or withdrawal of the certification, in cases where it can be demonstrated that the system seriously failed to meet the OH&S certification requirements. Such requirements shall be part of the contractual agreements between the CAB and the organization.

 

14) Client Complaints against VCPL Personnel

If a client has a reason for a complaint this should be submitted in writing to VCPL. Documented procedures for handling complaints can be found on the VCPL website. All complaints will be responded to in line with the timelines set out in our procedures and will be investigated thoroughly. Results will be sent in writing to the Client. Following an investigation, if the Client is not satisfied with the outcome, it will be referred to the Director or the Client may be asked to lodge an appeal.

 

15) Complaints against the Registered Company

The Client agrees to make available to VCPL or its representative all information pertaining to complaints received by the client from customers, regulators and any other interested parties. In the event of an alleged breach of relevant legislative or regulatory requirements, the VCPL Client/registered company must inform VCPL as soon as possible.

 

16) Audit Team

1. VCPL will provide an appropriately qualified, competent and impartial audit team or individual auditor to deliver the agreed audit plan. In addition, the auditor/audit team may be accompanied by a technical expert, translator, or interpreter.

2. The Client has the right to object to any individual auditor but must do so immediately upon notification of the auditor/audit team.

3. VCPL reserves the right to change the assigned auditor(s) or add additional auditors to meet operational requirements.

4. The Client does not have the right to require that a specifically named auditor conducts a particular audit.

5. To maintain impartiality VCPL will review from time to time the frequency of audits undertaken by an auditor with a particular Client. If VCPL considers that impartiality is threatened due to familiarity then it may be necessary to change the auditor.

6. From time to time the auditor/audit team may be accompanied by a trainee. A trainee has no status on the audit and will at all times be under the supervision of a lead auditor. Clients will not be charged for a trainee and advance permission for attendance will always be sought from the Client.

7. The Client in agreeing with the Rules of Registration also agrees that no pressure, intimidation or inducement will be offered to VCPL auditors or staff designed to change or alter a decision. All instances will be reported to VCPL.

 

17) Publicity & Privacy

1. When a certificate has been issued, the Client has the right to publish the fact. The relevant accreditation marks and logos can be used on stationery and websites relating only to the audited scope of registration and standard. A separate document relating to the use of certification marks and logos will be issued by VCPL at the time of registration. VCPL will make available on request, the certification status of any client.

2. The use of any logos must abide by the VCPL logo use policy.

3. The Client must not make or permit any misleading statement regarding its certification, the scope and/or standards covered, or the Client’s locations covered by the certification.

4. Any references to a client’s management system must not imply that VCPL certifies a product, service or process.

5. The Client must not apply certification marks or accreditation marks to laboratory tests, calibration or inspection reports as such reports are deemed to be products.

6. VCPL will contact the Client in relation to organizing their certification and to inform/provide information or facts of relevance to their certification.

 

18) Logo and Certificate Misuse

1. After the grant of the certificate, the certified client will approve of using the VCPL mark in writing (VCPL-FR-50-Rules and Regulation for Use of Certification Mark)

2. Using this mark is related exclusively to the certified scope of activities of the Customer's company. Using the mark for another scope of activities is not permitted.

3. The VCPL mark may be used only in the form presented in VCPL-FR-50. It has to be easily readable and clearly visible. The Customer is not authorized to modify the color scheme or format.                                                                                                                  

4. The VCPL mark may be used only by the Certified client and in the immediate connection with the client’s company name or logo. It may not be used for products or in relation to any Customer’s products, services and/or procedure.

5. Without VCPL’s consent, the VCPL mark may not be used by a third party or the Client’s successor. This may happen only on the basis of a contract, or by means of executing a new audit.

6. In the case of a certified laboratory, neither the accreditation mark nor the VCPL mark may be used by the Client on his test protocols or calibration protocols.

7. If a third party sets up claims to VCPL on the grounds of warranty for a product/service which originated due to the Client’s unjustified use of the mark or the certificate, the Client is obliged to free VCPL from those claims. This also applies to tricky advertising.

8. The Client undertakes to use the VCPL mark/certificate in competition only as certification evidence.

9. The Client gains the non-delegable and non-exclusive right to use the VCPL mark under the observance of the above-mentioned rules.

10. Using the VCPL mark is not subject to any further charges.

11. Misuse of logo/marks will lead to violation of certification rules and trademark act 1999 (INDIA), thus legal action will be taken under courts of LUCKNOW, Uttar Pradesh, INDIA JURISDICTION under IPC (Indian Penal Code).

 

19) Financial Terms

1. Invoices / Performa Invoices for services rendered in accordance with the certification services agreement upon the basis of the Application Form for Registration duly signed by the Client & shall be submitted to the Client.

2. Charges and fees shall be based on VCPL's Schedule of Fees as identified in VCPL-FR-04, effective at the time when the agreement is accepted or as amended and agreed to by both parties.

3. Invoices shall be payable upon receipt.

Subject

Pre-Certification Audit

Certification Audit

1st Surveillance Audit

2nd Surveillance Audit

Recertification Audit

 

Exclusion:

1. GST tax shall be charged at the current prevailing government rates

2. All travelling, lodging and boarding expenses shall be borne by the client on actual basis; Comfortable arrangement by client is preferable.

3.  IN case of Export of Services, if payment is credited to VCPL in USD or any other permitted foreign currency where Service tax is exempted, no tax shall be charged.

4. Postponement of confirmed on-site audit dates may result in charges up to 50 percent of scheduled on-site assessment plus all pre-paid expenses. In the event an account is not paid or otherwise resolved within 30 days (in your case it's 15 days) after the date of invoice, Thereafter, interest will become chargeable on the outstanding amount @ 18% per annum.

VCPL may at its option:

1. Refuse any further consideration of the agreement,
2. Not issue a certification document or
3. Terminate this agreement with reasons in writing

5. Fees and expenses incurred by VCPL in connection with collecting past-due accounts shall be the responsibility of the Client.

6. Certificate of Registration will only be issued upon successful assessment and when the outstanding invoices have been settled

7. Part of the Contract review form of the VCPL which is used to determine the Audit time and the justification is intimated/send to the Client and is attached as an annexure of this agreement and by signing this contract Client organization acknowledged that it has received and agreed with the method to determine the audit man-days and audit man-days too. Copy of the same may be available to the client upon request at any time during the contract period upon payment of the administration fees of INR 1,000 plus applicable Taxes plus courier charge to be invoiced on an actual basis.

Note: Fees for special Surveillance visits, as and when, required to be made to the Clients premises, will be specifically quoted and charged, separately. Failing to allow special visit may be ground for suspension and subsequently certification may be withdrawn.

 

20) Confidentiality

1. Both parties shall keep in strict confidence and treat the other parties confidential information as confidential and use it only for the purposes of the contract except in so far as may be necessary for the performance of any obligations of the contract or to the extent that such information is generally available to the public or to the extent that disclosure of information is required to be made by law.

2. Each party agrees that this obligation shall continue in force without limitation in point of time irrespective of the termination of the contract for any reason but shall cease to apply to information once it enters into the public domain.

3. Except as required by the Accreditation Body information of the Organization or any individual shall not be disclosed to a third party without the written consent of the Organization or individual concerned.

4. Where VCPL is required by law to release confidential information to a third party, Organization or individual concerned shall, unless regulated by law, be notified in advance of the information provided.

5. VCPL shall ensure the secure handling of all confidential information including documents and records held by it.

6. When any confidential information is to be made available to any external bodies’ i.e. accreditation body, agreement group of per assessment scheme, complainants, regulators, government legislative bodies etc , VCPL shall keep the organization informed.

7. Personnel, including any committee members, contractors, personnel of external bodies or individuals acting on the VCPL’s behalf, shall keep confidential all information obtained or created during the performance of the VCPL’s activities.

8. Information about the Organization from sources other than Organization i.e. complaints and regulators shall be treated as confidential, consistent with VCPL’s policy.

In case of Use of use of ICT-

9. The security and confidentiality of electronic or electronically-transmitted information is particularly important when using ICT for audit purposes.

10. The use of ICT for audit purposes will be mutually agreed upon by the body being audited and the body performing the audit in accordance with information security and data protection measures and regulations before ICT is used for audit purposes.

11. In the case of non-fulfilment of these measures or non-agreement of information security and data protection measures, the body performing the audit activities will use other methods to conduct the audit.

12. Auditor and the Auditee organization must agree to the use of ICT and with the measures taken to fulfil these requirements prior to the audit.

 

21) Force Majeure

Neither party shall have any liability to the other if it is prevented from, or delayed in performing, its obligations under the contract, or from carrying on its business by any event(s) or combination of events where such event(s) arises from, or is attributable to acts, events, omissions or accidents beyond the reasonable control of the relevant party including, but not limited to, acts of God, terrorism, war or flood (force majeure event).

In such circumstances, the time for performance shall be extended by a period equivalent to the period during which performance of the obligation has been delayed or failed to be performed due to the force majeure event.

 

22) Liability

Neither VCPL nor any of its servants or agents shall be liable for any loss, expense or damage however so sustained by any company, Client or person due to any act whatsoever taken by VCPL or its employees or agents, save to the extent that any attempted exclusion or liability would be contrary to law. All work and information obtained during an audit will be treated as confidential and not disclosed to any third party unless as required by law or under the terms of our IAS Accreditation.

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 Client acknowledges and accepts that where services are required to change to comply with IAS guidelines or any other legal requirements, VCPL shall not be liable for breach under this Agreement

Nothing in this agreement limits or excludes the liability of VCPL for:

1. Death or personal injury resulting from negligence; or
2. Any damage or liability incurred by the Client as a result of fraud, or fraudulent misinterpretation by VCPL.

VCPL shall not be liable for:

1. Loss of profit;
2. Loss of business;
3. Depletion of goodwill and/or similar losses;
4. Loss of contract
5. Loss or corruption of data or information or
6. Any special indirect, consequential or pure economic loss, costs, damages, charges or expenses;

VCPL’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 five times Services Fee (if any) charged by VCPL.

 

23) Indemnity

The Client will indemnify and keep indemnified VCPL against all and any claims or losses, proceedings, lost profits, damages, awards, expenses, claims and costs suffered by VCPL as a result of misuse or misrepresentation by the Client of any certification marks, logos, approval or registration given to the client by VCPL under these Rules of Registration Terms and Conditions.

Conditions for use by IAS and IAS accredited organisations on the use of logos) are found on our website www.vatsincertification.com/logo-for-client-use.

 

24) Entire Agreement

1. This Contract constitutes the whole agreement between the parties and supersedes all previous agreements between the parties relating to its subject manner.

2. 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.

 

25) Governed Law and Jurisdiction

1. This Agreement is legally enforceable under INDIAN LAW as per INDIAN PENAL CODE. In case of violation of any clause in the agreement, legal action will be initiated in the courts of Law in lucknow jurisdiction, Uttar Pradesh, India.

2. In case of termination of the contract, if any claims of certification services or any misuse of marks is observed, legal action will be initiated in the courts of Law in Lucknow jurisdiction, Uttar Pradesh, India

In case of any disputes, all disputes will be in the courts of Law in Lucknow jurisdiction, Uttar Pradesh, India

 

26) Notice and Communication

 

1. 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 (email is deemed an acceptable form of communication) to a party at the address or relevant telecommunication number for a such party or such other address as the party may from time to time designate by written notice to the other.

2. Any notice or other document shall be deemed to have been received by the addressee two working days following the date of despatch 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

 

27) Changes to Terms and Conditions

1. No variation of the contract shall be valid unless it is in writing and signed by duly authorised representatives of both parties.

2. A person who is not a party to this contract shall not have any rights under or in connection with it.

3. Both parties shall comply, and shall ensure that each of their sub-contractors, agents and personnel comply with any relevant and applicable anti-bribery corruption laws, regulations and/or legislation related to delivery and receipt of the services.

 

28) Ownership of the Certificate

The certificate issued to the client and all copies thereof remain at all times the property of the VCPL and shall be returned immediately to the VCPL on cancellation of certification/termination of this agreement.