1 General
1.1 These General Terms and Conditions apply to all quotations from LiberoAssurance and to all orders accepted by LiberoAssurance, unless otherwise agreed in writing.
2 Quotations
2.1 If a quotation made by LiberoAssurance does not specify a term of validity, the term of validity will be thirty (30) days.
2.2 Quotations from LiberoAssurance are based on the information provided by the client.
2.3 The recipient of the quotation may only use the knowledge and experience of LiberoAssurance contained therein to form an opinion regarding the quotation and may not make the same available to third parties.
3 Performance of the Order
3.1 The client will fully cooperate in the performance of the order and will make available to LiberoAssurance all information, materials and facilities that LiberoAssurance deems necessary for such performance. The client guarantees that the information made available is true and accurate.
3.2 The client will be responsible for the safety of LiberoAssurance personnel present at the client’s premises or at another location for the performance of the order.
3.3 LiberoAssurance will exercise reasonable diligence in the performance of the order and perform the services to the best of its ability and knowledge within the period agreed upon. In case of imminent failure to meet the agreed period of delivery, LiberoAssurance will inform the client hereof as soon as possible. Unless explicitly otherwise agreed in writing, LiberoAssurance will not be in default due to its possible failure to meet the agreed period only.
3.4 The duration of the performance of the order may be influenced by the degree of the client’s cooperation. Extension of the period of the contract may be agreed in writing as appropriate.
3.5 If, pursuant to Article 3.1, materials or goods are made available to LiberoAssurance, LiberoAssurance will be free to dispose thereof upon completion of the order unless otherwise agreed in writing. Any costs related thereto will be charged to the client.
3.6 In case of an order to test, assess or inspect samples, the client is responsible for the selection and representativeness of such samples.
3.7 When necessary, in LiberoAssurance’s opinion, for the proper and timely performance of the order, LiberoAssurance is entitled to call in one or more third parties for such performance. Notwithstanding the provisions of Article 6, LiberoAssurance is fully responsible for the work assigned to such third parties.
3.8 As soon as LiberoAssurance suspects that additional work may be necessary, it will inform the client thereof in writing. LiberoAssurance shall also indicate the consequences for the agreed fees and time schedule. LiberoAssurance will perform any additional work only upon written agreement thereto. The provision of this Article 3.8 also applies to proposed changes of the working method or project approach.
3.9 Neither party is entitled to employ or hire employees of the other party involved in the work performance, or to have such employees perform work by his order in any manner whatsoever (directly or indirectly), during the term of the agreement and within one year after its termination.
4 Rates and Payments
4.1 The agreed rates or fees will be increased by turnover tax (VAT) and all other taxes and levies related to the relevant order for which LiberoAssurance is responsible. Taxes and levies due outside Greece will be for the client’s account.
4.2 LiberoAssurance is entitled to adjust the rates once per year.
4.3 Services performed on the basis of a subsequent calculation will be charged monthly at the rates applicable at that time. If a total amount has been agreed upon, that amount will be invoiced in monthly instalments as an advance. In addition, the actual costs incurred that are not included in the rates will be charged monthly.
4.4 Unless otherwise agreed in writing, payments must be made, without any deduction or set-off, within thirty days of the invoice date. Any complaints against an invoice must be submitted in writing within thirty days, but do not exempt the client from his obligation to pay.
4.5 If payment is not made within the stipulated time, the client will owe interest on the amount due from the due date until payment is made. The interest will be as set from the European central bank
4.6 In the event of untimely payment, all of the client’s payment obligations will become immediately due and payable, irrespective of whether LiberoAssurance has already invoiced in that regard, and extrajudicial collection costs will be charged to the client in accordance with the collection rates of the Appeal Court of Piraeus (Effetio).
4.7 LiberoAssurance is at all times authorised to request that the client furnishes conclusive security for compliance with its obligations vis-Ã -vis LiberoAssurance. LiberoAssurance reserves the right to send interim invoices and is at all times authorised to request advance payments
4.8 Fees quoted in the Engagement Details will remain fixed for a period of thirty-six (36) months (three years) from the date of signing the letter. All fees quoted are exclusive of taxes, travel and accommodation.
4.9 The Client agrees to pay fees as assignment services are rendered. The invoice may be presented by the Team Leader at the beginning of the audit and is expected to be paid before the team departs. Fees for the initial registration assessment must be paid before the registration certificate is issued. Any amount not paid within 30 days of the date of the invoice may be subject to interest rate as article 4.5 . In the event that the fees are not paid within the agreed time frame, LiberoAssurance may terminate this agreement with five days’ notice and will not be liable for any resulting loss, cost, or expense and the registration certificate shall be deemed cancelled.
4.10 Fees for special purpose visits (e.g. to verify implementation of corrective actions, on receipt of customer complaints, changes / revisions in the management systems which the Client has reported as having an effect on the registration, change in address, scope of the certified management system, changes / revision in management system standard etc.) are not included in the fees quoted and will be invoiced to the Client at rates in effect at the time of the visit.
4.11 The Client agrees to reimburse LiberoAssurance for the following as incurred:
4.11.1 Expenses which generally include travel, meals, car rental, lodging and travel time.
4.11.2 An administrative fee (covering report preparation, cost of one certificate per registered site, telephone, fax, etc.) as specified in the Certification Contract will be charged.
4.11.3 Additional copies of certificates are available at a cost of 30 EUR per certificate.
4.11.4 Client changes made to certificates after the client’s initial approval will be charged at 40 EUR for processing the change and 60 EUR for each revised certificate issued. In case an additional visit to client premises is required to verify the changes after the initial approval will be charged at the prevailing man day rate.
4.11.5 If any certificates misplaced / lost by the client, copies of the same can be made available at a cost of 50 EUR per certificate.
4.12 LiberoAssurance is not responsible for unforeseen circumstances encountered during the delivery of the Service which may require additional time or expense, and could result in our inability to complete the assessment as specified in the Certification Contract. LiberoAssurance reserves the right to pass on to the Client additional costs arising from services requested by the Client which are not listed on the Certification Contract.
5 Protection of Information and Confidentiality
5.1 Both parties will keep confidential all information that they receive from the other party within the framework of the performance of the order or in any other manner, of which the confidentiality has been established or should reasonably be recognised by the other party. The parties shall use such information only for the purpose for which the information was made available. Models, methods, techniques and instruments used by LiberoAssurance (including software), and specifications furnished by LiberoAssurance and included in its performance, may be revealed by the client to third parties only with LiberoAssurance’s explicit, written permission, except as provided in Articles 5.2 and 5.3. This obligation will remain fully enforceable despite termination or dissolution of the agreement.
5.2 The client shall inform third parties regarding LiberoAssurance’s approach and operating procedures and shall make LiberoAssurance’s reports available to such third parties only after receiving LiberoAssurance’s written permission, notwithstanding the client’s right to provide third parties that have been called in for the purpose of its business operations with information necessary for that purpose. The client shall subject the latter third parties to a duty of confidentiality and restricted use in that regard.
5.3 The provisions of this Article do not apply to information that
5.3.1 Is public or becomes public without any unlawful act on the part of the recipient, or
5.3.2 Is legally made available to the recipient without any duty of confidentiality, or
5.3.3 Was demonstrably already in the recipient’s possession before receipt thereof, or
5.3.4 Has been labelled non-confidential by the other party in a written document, or
5.3.5 The receiving party publishes or makes known to the relevant authorities on the basis of a statutory obligation.
5.4 The intellectual ownership of the information delivered shall rest with LiberoAssurance. The client is entitled to use the information and to copy the relevant documents exclusively for use in its own organisation and insofar as appropriate in the course of its own business operations.
5.5 If a report from LiberoAssurance for the purposes of an evaluation, test, inspection or examination is, by its nature, intended to be made available to third parties that may only be done by publishing the entire report verbatim and in the language in which it was written. The client may in no event give third parties the impression that there is any form of certification or approval by LiberoAssurance without LiberoAssurance’s explicit written permission.
5.6 Without LiberoAssurance’s explicit written permission, the client may not use (or allow the use of) LiberoAssurance’s name or a report from LiberoAssurance, in whole or in part, in order to institute claims or to conduct legal proceedings, and/or for advertising purposes.
6 Liability
6.1 Under no circumstances will LiberoAssurance be liable for any form of consequential damage, including damage as a result of a delay in the performance of the agreement, loss of the client’s information, loss of profit, loss of turnover and damage to the client’s reputation or goodwill.
6.2 Any obligation to pay damages will lapse if the client fails to inform LiberoAssurance in writing within seven days after the damage is discovered. Any liability for damages will in any event lapse if the client does not institute legal proceedings within one year of the performance that caused the damage.
6.3 The client shall indemnify LiberoAssurance for all costs and against any claim by third parties – including LiberoAssurance’s employees – for compensation of damage arising from or in connection with LiberoAssurance’s performance on behalf of the client. The client is obliged to indemnify LiberoAssurance only if and to the extent that LiberoAssurance could invoke an exclusion or limitation of liability pursuant to the agreement with the client.
6.4 The limitations to LiberoAssurance’s liability contained in these General Terms and Conditions do not apply in the event of damage caused by an intentional act, omission or gross negligence on the part of LiberoAssurance or its management.
6.5 The limitations to LiberoAssurance’s liability to pay damages and the client’s obligation to indemnify under these General Terms and Conditions also apply to LiberoAssurance’s employees and third parties engaged by LiberoAssurance in the performance of the order.
6.6 LiberoAssurance is not liable for a failure to fulfil any of its obligations if such failure was caused by circumstances beyond LiberoAssurance’s control (force majeure). In such a case, LiberoAssurance will inform the client thereof in writing as soon as possible. During a case of force majeure, LiberoAssurance’s obligations will be suspended. If the period in which LiberoAssurance cannot fulfil its obligations due to force majeure is longer than thirty days, either party shall be entitled to dissolve the agreement by registered mail without incurring any liability towards the other party.
6.7 LiberoAssurance or its personnel shall not have any liability to the Client for any claim, loss, damage or expense resulting from, relating to or arising out of LiberoAssurance’s performance of the Service except to the extent resulting from the negligence or wilful misconduct of LiberoAssurance or its personnel. In the event of any claim, loss, damage or expense incurred by the Client as a result of the negligence or wilful misconduct of LiberoAssurance or its personnel in the performance of the Service, LiberoAssurance’s maximum liability to the Client shall be limited to the amount of the fees paid to LiberoAssurance for the Service in the past 13 months preceding the date of the event/events.
6.8 Under no circumstances certification from LiberoAssurance implies that any certified activity, process, product or services is endorsed by LiberoAssurance.
6.9 LiberoAssurance shall not be liable to the Client nor to any third party for any loss, damage or expense arising from (i) a failure by Client to comply with any of its obligations herein (ii) any actions taken or not taken on the basis of the Reports or the Certificates; and (iii) any incorrect results, Reports or Certificates arising from unclear, erroneous, incomplete, misleading or false information provided to LiberoAssurance. For loss of profits, loss of production, loss of business or costs incurred from business interruption, loss of revenue, loss of opportunity, loss of contracts, loss of expectation, loss of use, loss of goodwill or damage to reputation, loss of anticipated savings, cost or expenses incurred in relation to making product recall, cost or expenses incurred in mitigating loss and loss or damage arising from the claims of any third party (including without limitation product liability claims) that may be suffered by the Client or Any indirect or consequential loss or damage of any kind.
7 Termination of the Agreement
7.1 In the event of improper performance on the part of the client, or if the client is declared bankrupt, if it is granted a suspension of payment or if a petition to that effect is filed with a court, if its business is transferred, shut down or liquidated, or if the client is placed under administration or compulsory guardianship, LiberoAssurance may dissolve the order in whole or in part by registered letter without notice of default and without being liable for damages, irrespective of LiberoAssurance other rights. In that case the agreed price will be due immediately.
7.2 Upon any premature termination or delay of the order, while the same is not attributable to negligence on the part of LiberoAssurance, the client will be liable for all costs and damages resulting therefrom.
8 Disputes and Applicable Law
8.1 The contract to which this agreement applies is governed by the laws of Greece, and the parties submit to the jurisdiction of the courts of Greece, and all notices and proceedings served will be deemed to be duly served if sent by pre-paid registered mail to the address of the party.
8.2 Greek law applies to the agreement of which these General Terms and Conditions are an integral part.