(Rev. May 25, 2022 / 2022年5月25日 修订)
Associated parties / 相关方：
- Service receiver / 接受服务方
(hereinafter referred to as the Client) / (以下称 客户）
- DQS Management Systems Solutions (HK) Ltd
(hereinafter referred to as the Provider) / (以下称 服务方）
- DQS AP Ltd / 德世爱普认证(上海)有限公司
(Applicable only when the certification scope includes location(s) in Mainland China. /
(hereinafter referred to as DQS AP Ltd) / (以下称DQS AP Ltd)
１. All parties sign an audit and certification contract on the following.
２. After the Client demonstrates through the Provider’s audits that its organization/management system meets the relevant management requirements or standard requirements, and completes relevant obligations as agreed, the Client will receive the audit report. If the service is certification audit, the Client will receive a certificate after approval of the audit report.
３. The specific service items, audit criteria, certification standards, audit/certification scope, relevant accreditations/recognitions, service charges, payee, and payment terms are specified in the quotation confirmed by the Client and the Provider.
４. The Client agrees with the “DQS Audit and Certification Regulations” released at below webpage, including the annexes applicable to specific certification standards, accreditations or areas, which are appendixes to this contract, when applicable.
５. When using certification marks of DQS, the Client agrees with the rules in Use of Marks published at below webpage:
６. Appendixes of this agreement, based on the effective certification rules issued by the regulating or accreditation/recognition bodies, lists the requirements relevant to the Client. If these parties announce revised or additional management systems certification related rules in the future, these rules will be updates or supplemental to this agreement.
７. Following the accreditation / recognition rules, the Provider provides audits and certifications in name and on behalf of the accredited / recognized DQS office as shown on the certificate. The Client understands that this contract signed with the Provider also constitutes a binding relation, associated with the accreditation / recognition rules, between the Client and that DQS office.
That is DQS Inc for certifications with ANAB, ESDA, or APMG accreditation, DQS Holding GmbH for certifications with IATF recognition, DQS CFS GmbH for food safety related certifications, DQS Medizinprodukte GmbH for CE Marking and ISO 13485 certifications with DAkkS, DQS GmbH for other certifications with DAkkS or UNIFE accreditation, DQS BIT GmbH for TISAX audits with ENX recognition, DQS Taiwan Inc for certifications with IECQ recognition, DQS Certification (M) Sdn Bhd for certifications with DSM accreditation, and DQS AP Ltd in the meantime for certifications with CNCA approvals, unless otherwise specified in the quotation or another document.
按照认可/批准规则，服务方是代表在证书上列出的直接获得相关认可/批准的DQS办公室提供服务和认证。客户明白与服务方签订的本合同也构成客户与该DQS办公室的与认可/批准规则相关的约束关系。如果沒有在报价单或另文说明，对于认证带ANAB、ESDA、或APMG认可的，该办公室是DQS Inc、带IATF认可的是DQS Holding GmbH、与食品安全相关的是DQS CFS GmbH、CE标志和带DAkkS的ISO 13485认证是DQS Medizinprodukte GmbH、带UNIFE或DAkkS认可的其它认证是DQS GmbH、带ENX认可的TISAX审核是DQS BIT GmbH，带IECQ认可的是DQS Taiwan Inc、带DSM认可的是DQS Certification (M) Sdn Bhd，而带CNCA批准的就同时包括德世爱普认证(上海)有限公司。
８. If the certification scope covers a location in mainland China, part of the Provider’s certification processes is to be supported by DQS AP Ltd, a subsidiary of DQS Group in China. It doesn’t change the service and payment interfaces between the Client and the Provider. The payment for the service processes within DQS Group is out of the scope of this contract.
如果认证范围包含中国大陆的场地，服务方的部分认证流程由DQS集团在中国的子公司, DQS AP Ltd, 配合完成。这不改变客户与服务方之间的服务和付款接口。DQS集团内部服务流程的结算不在此合同范围内。
９. The planned audit and certification service fees are defined in the quotation confirmed by both parties, with potential separated quotations for extra audits when technically required due to a significant nonconformity from the planned audit, such as repeated an audit or a Special Audit for closure of nonconformities. Specially, the audit team’s travel expenses and accommodation expenses shall be charged to the Client according to the actual expenditures after the audits, unless otherwise agreed in document. The Client is responsible for the local taxes or surcharges related to the service fees.
10. The Annual Maintenance Fee (AMF) of certificate occurs from the approval of the certificate, and reoccurs from every certificate anniversary during the certification validity, regardless of whether an audit will occur in that year. Unless otherwise specified in writing, the amount shall follow the previous one, even if the rest period consists of less than 365 days. When possible, this annual fee will be put in the same quotation and invoice for an audit.
11. All obligations for service fee payments under the contract will continue to be effective regardless of the audit result. The Client agrees to pay the related service fees as specified in the invoice issued by the Provider and according to the terms in the confirmed quotation. The Client shall pay the service fees to the account designated by the Provider.
12. If the Client fails to pay any service fee when due, the Provider, at its discretion, may enforce its rights or pursue remedies to collect or recover any outstanding amount. the Provider is entitled to employ agents or service providers for such purposes. The Client is required to indemnify and reimburse the Provider for all reasonable amounts of costs (including legal fees) and expenses reasonably incurred by the Provider for such purposes.
13. The audit arrangement and quoted service fees are based on the information provided by the Client, and may be adjusted against actual situation (such as certification scope or employee count) during on-site audit to meet relevant certification rules and ensure the validity of audit.
If the Client provides inaccurate information, such as employee count or previous certification information, for quotation or audit planning, it may result in cease of audit, change of planned audit dates, invalid audit, or withdrawal of certificate, which will not release the Client’s obligation to pay the audit/certification service related fees.
14. The direct and indirect compensation caused by audit / certification service to either party will not exceed the audit / certification fee of the year.
16. The Provider may change some terms for future service with at least 90 days’ advanced notice in writing, like email, to the Client, for example, due to the changes of regulatory/accreditation rules or their interpretations. Continued use of the service after that effective date will constitute acceptance by the Client of such changes. If the Client does not accept any proposed changes the Client can cancel or terminate this contract at least 45 days prior to that effective date of such changes.
Without violation of or request for change to agreed terms by the counterparty, the termination of this contract shall be made with notification in writing to the counterparty at least 90 days in advance. Termination of the contract before expiration of the certificate will result in revocation and retrieval of the certificate.
17. Validity of contract / 合同效力
The contract shall take effect after being signed by the authorized representatives of all parties and stamped with the company seals, on this contract or a quotation with reference to this contract. This contract replaces the existing audit and certification related contract with the Provider, when applicable.
The validity of this contract is three years. Unless any party informs the counterparty in document for termination 90 or more days before the expiration, this contract will be automatically renewed upon expiration with the same terms with validity for another three years, with such renewals continue forwards.
All parties agree with no compensation to each other for the termination of this contract under legal/agreed termination conditions. The termination of this contract, no matter in which way, shall neither affect any liability of either party constituted before the termination, nor reduce any service fees that shall be paid by the Client to the Provider.
18. The dispute related to this contract is subject to friendly negotiation by all parties. If the negotiation fails, and if the dispute related to this contract is not relevant to any contracting party in Mainland China, then all parties agree the dispute will be resolved according to the applicable laws in Hong Kong; if it involves a contracting party in Mainland China, all parties agree to submit it to Shanghai Arbitration Commission for arbitration, according to the Contract Law of the People's Republic of China and other relevant laws and regulations.
19. Others / 其他
19.1 The contract is made with duplicates of the same legal effect. Each contracting party holds one copy respectively.
19.2 As an integral part of this contract, the annotations, appendixes, attachments and supplementary contract of the contract have the same legal effect with the contract.
19.3 In case of any discrepancy between Chinese and English versions of this document, the English version shall prevail for a dispute disposal out of Mainland China, whereas the Chinese version shall prevail for a dispute disposal within Mainland China.
20. If a party has signed with stamp on a quotation with reference to this document, further signature on this document is NOT necessary.