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       GENERAL TERMS AND CONDITIONS
 
Unless specified elsewhere in any MSA, SOW or Specific T&C, the below T&C apply to all and any type of agreements, contracts, MOU, PO, Job/Work Orders, EULA, MSA, SOW, Registration, etc.  In the event Specific T&C exits, these General T&C apply as long as there is no conflict.  When conflict or ambiguity exists between Specific and General T&C, the most stringent apply in favor of PDCA.
 
DEFINITIONS
0.1- "Agreement" or “Document”: such as Master Services and/or Products Agreement (MSA) and any Schedule of Work (SOW), Amendments or other documents incorporated into it, etc. that consist of a legal, binding and official document signed in between the Client and PDCA and stating any additional and/or special terms and conditions to supply a Product(s) and/or Service(s) to the Client by PDCA.
0.2- “Certificate of Approval” means a document stating that a Client’s Management system has been certified by PDCA to a particular standard and scope of assessed activities.  The document also contains the original approval date and the expiration date and carries an accreditation mark and unique certificate number.
0.3- “Deliverables” or “Activities/Events” means the tangible or intangible that PDCA prepares for and delivers to the Client under any obligation, service and/or product (such as Consulting, Auditing, Training, Reports, Certificates, Letters, etc.).
0.4- “PDCA” means PDCA, its affiliates and subsidiaries, and the officers, directors, employees, representatives, contractors, and agents of any of them, individually or collectively.
0.5- “Services and/or Products” means collectively all the Services and/or Products to be performed or provided by PDCA under this Agreement.  If used in a Schedule, Services and/or Products means the Services and/or Products to be performed under that Schedule.
0.6- "Schedule" means a document that is signed by both Parties and that specifies the Services and/or Products to be performed, where they will be performed, and related information about the Services and/or Products.
0.7- “Party” means PDCA (or “First Party”) or Client (or “Second Party”) and ‘Parties” means both PDCA and Client.
0.8- "Content" means any live and recorded video, information, data, communication, video, text, software, scripts, graphics, photos, sounds, information and/or other materials which may be viewed on, or accessed through, the ICT.
0.9- “Master Service Agreement” or “MSA”: this is the main contract or agreement between parties.
0.10 "Equipment" means the remote video-streaming and audio-enabled hardware which shall be either provided by the Client or procured by PDCA from its Supplier and provided to the Client, solely for the Purpose.
0.11- "Purpose" means the provision of Services and/or Products using the ICT under the Contract.
0.11- "Supplier" means a third-party supplier of any component of the ICT.
0.12- "Remote Assurance Technology" or “ICT” means the Equipment (if procured by PDCA), together with the associated third-party video and audio service, site and syndication platform to be used by PDCA for the Purpose.
0.13- “Schedule of Work” or “SOW”: this is a specific amendment to the MSA, with updated terms and conditions related to a Product(s)/Standard(s).
0.14- “Terms and Conditions” (T&C)- these are the terms and conditions that governs this document and any Activity/Event between both parties, including commercial, IT, Recordkeeping, Liability, etc.
0.15- "Job/Work Order" is deemed to cover any request made by the Client to supply Product(s) and/or Service(s)
0.16-“The Client” means any private; public organization or individual who Orders a Product(s) and/or Service(s) from PDCA in any form.
 
 
GENERAL
An Order is deemed accepted by PDCA upon supply of the Product(s) and/or Service(s).
Orders are accepted when an Agreement is signed with PDCA and fulfilled once all payments are paid from the Client and received by PDCA.
 
If an Agreement (such as MSA/SOW, PO, EULA, Contract, etc.) was signed in between both parties and some of these Terms and Conditions (T&C) were not mentioned in that Agreement, then theses General Terms and Conditions (T&C) and the ones mentioned in that Agreement that apply to a specific Product(s) and/or Service(s) (including software) or service purchased or licensed from PDCA are applicable.  Otherwise, this is the complete and exclusive T&C applicable for any Agreement between both parties and supersedes all prior Agreements and communications about the subject matter.
 
If the Client is accepting these T&C on behalf of another person or a company or other legal entity, the Client represent and warrant that the Client have full authority to bind that person, organization, or legal entity to these T&C.  If the Client do not agree to these T&C, and delivery of the Product(s) and/or Service(s) is affected, do not use, copy, or access the Product(s) and/or Service(s), and promptly return the Product(s) and/or Service(s) with proof of purchase to the party from whom it has been acquired and obtain a refund of the amount paid, if any.
 
 
ENTIRE AGREEMENT
These Terms and Conditions (T&C) represent the entire (Absence of an active MSA/SOW signed between both parties) or additional requirements (When missing from an active MSA/SOW signed between both parties) regarding Client´s purchase of Product(s) and/or Service(s), and supersedes. invalidates and/or replaces any previous statements, representations, promises, agreements, communications, and/or Client´s additional or inconsistent T&C whether oral or written.  In the event any provision or changes of these T&C is held invalid or unenforceable the remainder of the Terms and Conditions will remain enforceable and unaffected thereby.  No changes, amendments or modifications of these T&C shall be valid unless in writing and signed by both Parties.
 
 
INDEPENDENT CONTRACTOR
IC is an independent contractor, and as such nothing in any Agreement shall be construed to imply the existence of any employment relationship, partnership, joint venture, agency relationship, or fiduciary relationship of any kind or character.  IC shall have the sole right to control, and shall be solely responsible for controlling, the means and details of the Activity/Event to be performed by the IC and/or other individuals designated by the IC under the terms of any Agreement.
 
Subject to the requirements of PDCA´s Client, as applicable as specified in the relevant Job/Work Order, IC shall be responsible for establishing the dates, times, hours, sequence, and manner in which the IC performs its Product(s) and/or Service(s) hereunder.
 
IC and its employees are not eligible to participate in any PDCA benefit programs available to PDCA´s employees.  As an IC, IC has complete control, supervision and direction over its equipment and personnel and over the manner and method of the performance of the Activity/Event.
Any instructions or directions of any kind given by PDCA shall not relieve IC of his/her/its duties and obligations as an IC.
 
IC SHALL DEFEND, INDEMNIFY, AND HOLD HARMLESS PDCA FROM ANY CLAIM, LIABILITY OR EXPENSE, INCLUDING BUT NOT LIMITED TO TAXES, PENALTIES, INTEREST AND ATTORNEYS´ FEES, SUFFERED OR INCURRED BY PDCA AS A RESULT OF IC´S FAILURE TO REPORT AND/OR PAY SOCIAL SECURITY BENEFITS, UNEMPLOYMENT BENEFITS, WORKERS’ COMPENSATION BENEFITS, DISABILITY INSURANCE CONTRIBUTIONS, AND/OR ANY OTHER EMPLOYEE BENEFITS OF ANY KIND
 
 
ELECTRONIC BUSINESS
Where facilitated under applicable law (Governing Law), the parties may do business electronically, including Order placement and acceptance.  Once accepted, such Order(s) will create fully enforceable obligations subject to these Terms.  Such Order(s) and acceptances will be deemed for all purposes to be an original signed writing.  Client and PDCA will adopt commercially reasonable security measures for documents, password and access protection.
 
 
INTERNAL USE
Product(s) and/or Service(s) acquired by the Client under these T&C are solely for Client´s own internal use and not for resale or sub-licensing.
 
 
ASSIGNMENT
Client may not assign, delegate or otherwise transfer all or any part of its rights or obligations under these T&C without prior written consent from PDCA.  Any such attempted assignment, delegation, or transfer will be null and void.
 
 
GOVERNING LAW
Disputes arising from these T&C will be governed by the law of the jurisdiction of the principal place of business of PDCA, without regard to conflicts of laws principles.  Affiliate accepting the Order to which the dispute relates and the courts of that locale will have jurisdiction, except that PDCA may, at its option, bring suit for collection in the country where the Client Affiliate that placed the Order is located.  Claims arising or raised will be governed by the laws where PDCA is established, excluding rules as to choice and conflict of law.
 
 
COMPLIANCE WITH LAWS, REGULATIONS, PDCA AND CUSTOMER’S POLICIES
During the performance of the work hereunder, IC shall comply with all applicable provisions of the laws, rules, regulations, orders, permits and authorization issued by governmental authorities with jurisdiction over the location where the work is performed.  IC shall also comply with all applicable rules and policies, including those covering health, safety, and environmental protection.  To the fullest extent permitted by law, IC shall protect, defend and indemnify and hold harmless, PDCA and PDCA’s relevant customer from and against any and all claims and liabilities resulting from IC’s failure to comply with this provision. PDCA shall have the right, at its own expense to join in the defense of any action in which it is made a defendant.
 
 
ATTORNEYS’ FEES
If PDCA places any Agreement in the hands of an attorney for collection or enforcement, or to establish any right or remedy with respect to that Agreement, General and/or Specific T&C, or with respect to any of the Product(s) and/or Service(s) to be provided hereunder, then, in addition to any and all other relief, PDCA shall be entitled to recover its reasonable attorneys’ fees and all expenses incurred by it. If any action or proceeding is brought to enforce, protect, or establish any right or remedy including but not limited to enforcement or collection with respect to any Agreement or with respect to the Product(s) and/or Service(s), then, in addition to any and all other relief, the prevailing party shall be entitled to recover reasonable attorney fees.
 
 
BANKRUPTCY
If either party becomes insolvent, is unable to pay its debts when due, files for bankruptcy, is subject of involuntary bankruptcy, has a receiver appointed, or has its assets assigned, the other party may cancel any unfulfilled obligations.
 
 
SURVIVAL
Any provisions in these T&C which by their nature extend beyond the termination or expiration of any sale or license of Product(s) and/or Service(s) will remain in effect until fulfilled and will apply to both parties´ respective successors and permitted assigns.
 
 
WAIVER
Neither party´s failure to exercise or delay in exercising any of its rights under these T&C will constitute or be deemed a waiver or forfeiture of those rights.
 
 
EQUITABLE RELIEF
The parties hereto agree that irreparable damage to PDCA would occur in the event that any of the provisions of any Agreement were not performed in accordance with these General or Specific T&C or were otherwise breached.  Accordingly, it is agreed that PDCA shall be entitled to an injunction or injunctions to prevent breaches of any Agreement and to enforce specifically the T&C and provisions hereof in any court of the United States or any state having jurisdiction, this being in addition to any other remedy to which it is entitled at law or in equity.
 
 
PAYMENT
Clients must pay through cheque, bank or wire transfer.  For delays in payment, PDCA will, in accordance with applicable law(s), charge an interest rate.
 
Training/Course payment must, in full, accompany the Registration Form.
 
 
PAYMENT FAILURE
In the event payment fails to process, PDCA will at its discretion:

  • Send a notice of payment failure and provide the Client the opportunity to pay the monthly dues
  • Automatically cancel the Client account and under this arrangement, the Client will forfeit all commissions and rights to make claim against PDCA for any money alleged to be in the Client’s account
 
If a notice of non-payment is sent to the Client and the Client do not respond within 72 hours, the account will be terminated.  If the Client wants to reinstate the account once it has gone to termination, there will be a processing fee that must be paid prior to the account reactivation.
 
Before the Client make any changes to the account, contact PDCA first to make sure that the membership is not cancelled as well.  Failure to do so will result in all loss of data from all PDCA sites.
 
 
PRICES
All prices are in US$ and are subject of applicable taxes (Applicable Tax).
 
Please pay to PDCA (Payment).  All Orders accepted by PDCA shall be settled by the payment date stipulated on the invoice.  No discount shall be given for early payment unless specified in the Specific Agreement.
 
An invoice payable under these Terms shall be issued for each Order upon reception of the Purchase Order and/or Registration Form.  In case of dispute concerning an element of the invoice that the Client failed to supply to PDCA, the invoice shall not be cancelled and must be paid by the Client.
 
In case of failure to pay for Product(s) and/or Service(s) supplied by PDCA under these General T&C and/or the T&C of Specific Agreement, PDCA reserves the right to:
1)         Suspend the current subscription and/or monthly invoicing contract until the amounts due are paid in full
2)         Stop supplying in case of failure to pay for a prior partial delivery
3)         Refuse any future Order(s) from the Client if said Client contests a prior Order already delivered, except in case of an error attributable to PDCA
These operations shall in no way cancel the Client´s debt to PDCA
 
 
APPLICABLE TAXES
Prices are exclusive of, and Client shall pay, all taxes, duties, levies or fees, or other similar charges imposed on PDCA on the Client by any taxing authority (other than taxes imposed on PDCA’s income) related to Client´s Order, unless Client has provided PDCA with an appropriate resale or exemption certificate for the delivery location.
 
Independent Contractor (IC) agrees that it shall be solely responsible for the timely and proper payment of any and all federal, state and local taxes due by the IC, including but not limited to income taxes on the professional fees paid to IC by PDCA under any Agreement. IC agrees that it shall timely prepare and file all required federal, state and other income tax returns, and shall pay all taxes reflected thereon when due, including, if applicable, quarterly tax deposits. IC agrees to provide a properly completed IRS Form 4669, Statement of Payment Received, upon PDCA’s request in order to provide acceptable proof to PDCA that such payments are properly reported, as warranted.
 
IC SHALL DEFEND, INDEMNIFY, AND HOLD HARMLESS PDCA FROM ANY CLAIM, LIABILITY OR EXPENSE, INCLUDING BUT NOT LIMITED TO TAXES, PENALTIES, INTEREST AND ATTORNEYS’ FEES, SUFFERED OR INCURRED BY PDCA AS A RESULT OF the IC’S FAILURE TO REPORT AND/OR PAY TAXES OF ANY KIND IN ACCORDANCE WITH Any AGREEMENT.
 
 
WITHHOLDING TAX
If Client is required by law to withhold and remit tax relating to Client´s Order, Client shall:
·           Be entitled to reduce the payment by the amount of such tax
·           Withhold and remit such tax to the applicable tax jurisdiction
·           Assist PDCA to obtain the benefit of any reduced withholding tax under applicable tax treaties
·           Furnish to PDCA a tax certificate or other acceptable evidence of payment of such tax as required by the relevant taxing authorities
 
 
ADDITIONAL PRODUCT(S) AND/OR SERVICE(S)
Additional Product(s) and/or Service(s) performed by PDCA at Client´s request that are not included in the Specific Agreement will be chargeable at the applicable published service rates for the country where the service is performed.  Such additional Product(s) and/or Service(s) include but are not limited to:
·            Client requests for maintenance after PDCA´s local standard business hours (unless Client has specifically purchased after-hours coverage for the requested maintenance)
·            Client requests for repair for damage or failure attributable to the causes specified in sub-section of PDCA Warranty Limitation
·            Client requests for maintenance where Client does not, in PDCA´s reasonable determination, meet the applicable prerequisites and eligibility requirements for maintenance
·            Training/Course additional Accommodation bill should be settled directly by the applicant/ group to the third party involved
 
 
RESOURCES AVAILABILITY
Order outside of the applicable PDCA coverage areas may be subject to travel charges, longer response times, restoration or repair/maintenance commitments, Training/Course tools, housing, F&B, communication and coverage hours…
 
 
INVOICING
Invoices for Product(s) and/or Service(s) supply will be issued upon sending a Purchase Order or signing Agreement(s) with PDCA invoices and related documentation will be produced in accordance with PDCA system standards.  Additional levels of detail requested by Client may be chargeable.  Training/Course invoice for scheduled courses include full course documentation, and refreshments as specified in the Specific Agreement will be issued upon receiving the Registration Form.
 
 
COMPENSATION/REIMBURSEMENT OF EXPENSES
·        As compensation for performance of the Product(s) and/or Service(s), IC shall be entitled to receive from PDCA fees as set forth in the Agreement.
·        IC shall submit invoices at the end of each week for Activity/Event performed during that week.  PDCA shall remit payment for each properly completed invoice within fourteen (14) days.
·        IC shall be reimbursed by PDCA for approved business expenses as specified in the relevant project.  Expenses will be reimbursed within fourteen (14) days upon receipt of IC´s completed invoice which is to include appropriate documentation of expenditures.
·        Invoices submitted more than sixty (60) days (or such other period as the parties agree to in writing) following completion of the Activity/Event covered by such invoice shall not be paid and Contractor hereby waives its right to such payment.
·        IC shall ensure that it maintains, at his/her/its own expense, such equipment as may be necessary or desirable to perform the Activity/Event hereunder.
 
 
CLAIMS
Without prejudice to any arrangements, any claim regarding the Product(s) and/or Service(s) supplied shall be made in writing.  The times given run from the time of signing any Agreement as defined hereinabove.  Responsibility for proof of any defect or anomaly shall rest with the Client.
 
No returns of the Product(s) and/or Service(s) shall be accepted without express written notice between PDCA and the Client.  Any Product(s) and/or Service(s) returned without such notice shall be held at the disposal of the Client and no credit note shall be issued to the Client.
 
In case of non-conformity or visible defects of the Product(s) and/or Service(s), duly established by the vendor under the conditions described above, the Product(s) and/or Service(s)  may be replaced free of charge, or a credit note may be issued to the Client once the quantity and the quality of the returned Product(s) and/or Service(s)  have been verified, and exclusive of any compensation or damages.
 
PDCA cannot be held liable for any defects or damage which is caused by external circumstances or any change to the Product(s) and/or Service(s)  for which no provision was made.
 
 
CANCELLATION AND RESCHEDULING
Client may by written notice to PDCA cancel, modify or reschedule an Order requested at least 30 days before supplying and/or delivery of the Product(s) and/or Service(s) (unless a different time period is specified between both parties) or at least 7 working days prior to the scheduled start of a training/course, or on failure of a delegate to attend.  PDCA may cancel this Order or any portion in the event of Client´s default or a material adverse change in Client´s financial condition without affecting PDCA right and remedies.  Except as otherwise provided herein, Order(s) accepted by PDCA is firm and non-cancelable.
 
If PDCA does not accept the modification or cancellation, any down payment paid by the Client shall be refundable in service only.  Transfer of risks occurs upon delivery of the Product(s) and/or Service(s).
 
PDCA reserves the right to cancel any Order for reasons that it feels are detrimental to the company, its members or the future success of itself.  Cancellations performed by PDCA are final and any restitution will be the remainder of any fee based on a prorated basis.
 
As a PDCA software member, client is not permitted to give anyone access to any of PDCA sites/software for any reason.  Anyone doing so will have broken the “Non-Disclosure of Confidentiality Information” and as a result their membership will be deactivated, forfeit any commissions and there will be no refund of any payments made to PDCA.  Reactivation is permitted provided that the Client pays a $500 as reactivation fee and provide written proof that the Client will never again give anyone access to any of PDCA sites.  A second violation will result in immediate cancellation of the membership and the Client will not be allowed to join in the future.
 
 
REFUNDS
Under no circumstances will PDCA refund any money for any reason especially for in-process operations.  If Client agree that to pay monthly installments, payments will be paid to PDCA every 30 days from the Agreement signature date and that the Client will faithfully pay each payment.
 
In the event of a cancellation of a training/course by PDCA, liability will be limited to provision of a 100% refund.  If the cancelation was made by the delegate a 75% refund of any course fees paid is refunded only if cancelation was made 7 working days from the course scheduled starting day.
 
 
WARRANTY
PDCA warrants to Client that the Product(s) and/or Service(s) will be free from defects in material and workmanship under normal use and service for a period of one year from the date of invoice delivery.  Client´s exclusive remedy for breach of this warranty is that PDCA will either:
  • Repair, readjust or replace, at its option, any Product(s) and/or Service(s) which fails during the warranty period because of such defect (if Client promptly reported the failure to PDCA in writing)
  • If PDCA is unable to repair, readjust or replace, PDCA will refund the purchase price a issue a credit note of the Product(s) and/or Service(s) upon its return to PDCA
This warranty does not apply to any Product(s) and/or Service(s) which has been subjected to misuse, abnormal service or handling, or which has been altered or modified in design or construction, or which has been serviced or repaired by anyone other than PDCA.
 
IC shall execute the Product(s) and/or Service(s) in a highly professional manner and in accordance with the provisions of any Agreement. IC warrants and guarantees satisfactory completion of the Product(s) and/or Service(s)  in accordance with the plans, specifications, Specific T&C, applicable requirements, of the Agreement and/or Job/Work Order.  IC warrants and guarantees for a period of two (2) years from date of completion of the Product(s) and/or Service(s) that the Product(s) and/or Service(s) shall fully comply with all contractual plans and specifications and directives of PDCA and that the material and workmanship shall be free from defects.  IC shall make such alterations as may be necessary to cause the Product(s) and/or Service(s) to comply fully, all at IC’s sole expense.
 
IC further represents and warrants that he/she/it and Contractor’s employee(s) (if applicable) are under no obligation to any former client and/or employer that is in any way inconsistent with the provisions of any Agreement, or which imposes any restriction on the activities of IC in the performance of the Product(s) and/or Service(s)  hereunder.  IC agrees not to disclose, directly or indirectly, to PDCA any information or data the disclosure of which would constitute a violation of a legal obligation to any third party including, without limitation, a former client or a former employer of the IC.
 
 
WARRANTY LIMITATION
PDCA does not warrant that the operation will be uninterrupted or error free, or that will operate in improper resources combinations other than as expressly required by PDCA in the Product(s) Specifications or that it will meet requirements specified by Client.
 
 
EXCLUSIVE REMEDIES
If notified of a valid warranty claim during the warranty period, PDCA will, at its option, correct the warranty defect or replace the Product(s) and/or Service(s).  If PDCA is unable, within a reasonable time, to complete the correction, or replace, Client will be entitled to a refund of the purchase price paid upon prompt return to PDCA.  PDCA will pay any expenses for the repaired or replacement of Product(s) and/or Service(s)  to the Client.
 
 
NON-DISCLOSURE OF CONFIDENTIOAL INFORMATION
All the details and information that will, or might be collected during the various working stages shall be treated with a high rate of secrecy.  Client and PDCA agree not to use the Confidential Information for its own or for any other purpose except of evaluation.  The parties further agree that they will not disclose Confidential Information to any other persons except those who are defined in the Agreement and agree to take and protect the secrecy of and to avoid disclosure or use of the Confidential Information in order to prevent it from falling into public domain or into the possession of persons not bound to maintain its confidentiality.  Both parties agree to promptly advise the other in writing of any misappropriation or misuse by any person of such Confidential Information, which may come to its attention.
 
IC, during the term of any Agreement, may have access to and become familiar with various trade secrets, including but not limited to formulas, patterns, devices, inventions, processes, and compilations of information records and specifications, including commercial information, which are owned by, or regularly used in the operation of the business of, PDCA, its Clients, or its other contractors.  IC acknowledges the confidential, proprietary and secret character of the trade secrets and Technical Information and Commercial Information, as defined in this Document (collectively, “Confidential Information”) and agrees that such Confidential Information is the sole, exclusive, and extremely valuable property of PDCA and/or its Client(s).  IC shall not disclose any Confidential Information, directly or indirectly, to any third party, nor use such information in any way (except to the extent necessary to perform the Product(s) and/or Service(s)), either during the term of any Agreement or at any time thereafter, without PDCA’s prior written consent.
 
This duty of confidentiality shall not apply to such Confidential Information:
(a) was known to IC prior to either performance of the Product(s) and/or Service(s) or;
(b) is disclosed to Contractor by third parties that did not acquire it directly or indirectly from PDCA, and/or
(c) is then or thereafter becomes published or otherwise generally available to the public except through violation of this confidentiality provision, provided, however, that this exception shall not be deemed to grant contractor a license to any invention of PDCA, its Clients or its other contractors.
 
If disclosure of Confidential Information is requested or required from as:
Disclosure of such information by PDCA, its Client(s), or its other contractors, IC by any local, state or federal agency by interrogatories, request for information of documents, subpoena, order from a court of competent jurisdiction or similar process, Contractor shall immediately notify PDCA (and in any event, not less than three (3) business days prior to the date on which such disclosure is requested or required) of such requests, subpoenas, or order or process in order to allow PDCA to object thereto. Contractor shall promptly provide PDCA a copy of any such Confidential Information of PDCA so disclosed.
IC agrees to take all reasonable steps to prevent the unauthorized disclosure and use of Technical Information or Commercial Information by its employees and/or subcontractors, including the steps of notifying such employees and/or subcontractors of the obligations assumed hereunder by the IC, causing those employees and subcontractors participating in the work to execute an agreement with Contractor containing the same confidentiality obligations hereunder assumed by the IC. The term “Technical Information” shall mean all technical and engineering data and know-how, whether patented or unpatented, on processes, products and equipment relating to the work, including, but not limited to, engineering and manufacturing operations, operating procedures and instructions, flow diagrams, heat balances, process and design information, specifications on plants and equipment, specifications for raw materials and intermediate and final products, and analytical methods which is the property of either PDCA, its Client(s) or its other contractors. The term “Commercial Information” shall include but not be limited to pricing information, cost information, bidding strategies, market analyses and customer contacts.
 
IC shall ensure that its access to PDCA’s or any Affiliate´s:
(a) computer hardware, software, network, telecommunication facilities, and user identification codes (“Computing Resources”), and
(b) PDCA’s data, messages, and transactions (“Information”),
will be solely for the performance of Product(s) and/or Service(s) under any Agreement. IC shall further ensure that such access will only be in the manner prescribed by this provision, only when such access is necessary for those Product(s) and/or Service(s) and only by individuals who require access to perform the Product(s) and/or Service(s). IC will notify PDCA of each individual requiring access to perform Product(s) and/or Service(s) under any Agreement and inform PDCA when an individual no longer requires access. In addition, IC shall ensure that each such individual at a minimum complies with the obligations of any Agreement and with any other security and control requirements provided to the IC from time-to-time by PDCA´s representative. If IC discovers any actual or suspected unauthorized use or breach of this clause regarding the Computing Resources or Information, the IC will immediately report the same to PDCA.  PDCA may deny access to any Computing Resources or Information belonging to PDCA at any time, and may terminate the access rights granted herein in whole or in part at any time and for any reason whatsoever or for no reason, in PDCA´s sole discretion.
 
IC understands that its access to and use of the Computing Resources and Information is provided solely for PDCA´s purposes, and IC shall have no right or expectation of privacy relating to such access or use.  PDCA reserves the right to log and monitor access to and use of the Computing Resources and Information at any time and without any notice.  Such monitoring may include inspection for potential breaches of this clause, including use of any of PDCA´s Confidential Information and any other information, data, document, record or computer program.
 
 
COPYRIGHT INFORMATION
The documents copyright amount, to be added to the copy price, will be based on whether the copy was made.
 
Unless otherwise noted in the site, no part of PDCA Product(s) and/or Service(s) may be copied or reproduced in any way without the expressed written consent of PDCA.
 
Without limiting the foregoing, under no circumstances shall PDCA or its subcontractors be held liable for any delay or failure in performance resulting directly or indirectly from acts of nature, forces, or causes beyond its reasonable control, including, without limitation, Internet failures, computer equipment failures, telecommunication equipment failures, other equipment failures, electrical power failures, strikes, labor disputes, riots, insurrections, civil disturbances, shortages of labor or materials, fires, floods, storms, explosions, acts of God, war, governmental actions, Orders of domestic or foreign courts or tribunals, non-performance of third parties, or loss of or fluctuations in heat, light, or air conditioning…
 
Copies of documentation are limited to internal use.
 
 
COPYRIGHT FOR DOCUMENT
A variable fee will apply to copies of documents which PDCA cannot supply from its library and that are obtained through a referral library:
-   For individuals or research organizations
-   In some countries, individuals and research organizations may be exempted from copyright fees when the copies are for private use or for non commercial research purposes
-   When this is the case, PDCA will send the Client a declaration certifying that the requested copy is for private and non commercial purpose.  The Client must complete, date and sign this declaration and keep in your files for 5 years.  The Client may be asked to present this declaration anytime
-   For private companies
 
PDCA wants to remind Clients that according to these Terms or the Specific Agreement’s terms and conditions, PDCA cannot photocopy a complete publication.
 
 
PROPERTY RIGHTS
When applicable, Technical Information (as defined in this Document) and all other work product developed by IC or any of its personnel provided under any Agreement shall be PDCA´s property and may be used or transferred by PDCA in any manner it deems appropriate.  Any and all such work product shall be turned over to PDCA upon request or upon completion or termination of the Activity/Event under the applicable Job/Work Order.
 
All inventions and discoveries, patentable and unpatentable, and copyrightable materials that are made or conceived by IC or any of its personnel arising out of Activity/Event performed under any Agreement, and all patent rights, trade secrets, copyrights and any other intellectual property rights, both domestic and foreign (collectively, “Inventions”), shall belong to and shall be assigned by IC to PDCA or its designee.  Therefore, all right, title and interest in and to any and all such Inventions shall be and remain with PDCA, and IC hereby assigns all of its right, title and interest in and to any and all such Inventions to PDCA.  IC shall promptly and fully disclose all such inventions and discoveries to PDCA and shall cooperate with PDCA or its nominee as may be reasonably required in order to obtain a patent protection therefore, including the signing of assignments of inventions and patent rights therein, and the signing of any proper affidavits, declarations, patent applications and the like.  The general preparation and prosecution of patent application(s) shall be handled by PDCA or its designee at PDCA´s own expense.
 
IC shall not be obligated to assign to PDCA rights in an invention or copyrightable materials meeting all of the following:
(a) for which no equipment, supplies, facility, techniques, methods, processes, technology or trade secret information of PDCA, PDCA’s Clients or PDCA’s other contractors was used, and
(b) which was developed entirely on IC’s own time, and
(c) which neither (i) relates (1) to the business of PDCA or (2) to PDCA´s actual or demonstrably anticipated research or development, nor (ii) results from any work performed by the IC for PDCA.
 
All files, records, documents, drawings, specifications, equipment, and similar items relating to the business of PDCA, PDCA’s Clients or PDCA’s other contractors, whether prepared by the IC or otherwise coming into her/his/its possession, shall remain the exclusive property of PDCA, PDCA’s Clients or PDCA’s other contractors, as the case may be, and shall not be removed from the premises of the relevant party under any circumstances whatsoever without the prior written consent of the relevant party.
 
 
DELIVERY TIME
Delivery times given by PDCA are for information as soon as PDCA has fulfilled its obligation by delivering the Product(s) and/or Service(s) to the Client or by making the Product(s) and/or Service(s) available.
 
Since the risks are transferred to the Client once the Product(s) and/or Service(s)  have been delivered by PDCA, the Client shall not claim any compensation from PDCA if a delivery to the Client is delayed by circumstances outside the control of PDCA
 
 
DELIVERY
PDCA will deliver at the address specified in Client´s Order within the country in which PDCA accepted the Order.  PDCA may elect in its sole discretion to deliver Software, Deliverables, Specifications, or Product(s) and/or Service(s) documentation by enabling electronic transmission to, or electronic access or download by Client in the country where PDCA accepted the Order.
 
 
DELIVERY CHARGES
Transportation and accommodation charges are payable by Client and will be specified in PDCA invoice unless otherwise specified (Resources Availability).
 
 
LANGUAGE
Course is delivered in English.  As for other Product(s) and/or Service(s), the language (if different than English) will be as per the Specific Agreement, in case of any other language, the additional translation fee will be charged by PDCA.
 
 
COURSE SUBSTITUTIONS AND TRANSFERS
Substitute delegates are allowed up to the start day of the course.  Transfer to another course may be treated as a cancellation.  If delegate cannot attend a workshop for which he/she is registered for accountable cause, he/she may send a substitute or receive a Credit Note toward future courses with PDCA.
 
 
COURSE SCHEDULES
PDCA reserves the right to alter the publicized syllabus and/or timetable of any training/course at any time.
 
 
COURSE ACCOMMODATION
Accommodation and refreshment required which are not included in the course package can be arranged at the time of registering, but it will be the responsibility of the individual delegate/group to settle this as a part of their individual bill on completion of the course.
 
Bar bills, telephone calls, newspapers and any other special requirement are not included in the quoted course fee and it is the responsibility of the individual delegate to settle this as part of their individual bill on completion of the course.
 
Any personal bills not settled on completion of the course will be charged to the company or individual and PDCA reserve the right to charge an additional 20% administration fee for this service.
 
Bedrooms are usually single.  Where double/twin bedroom is available, and if delegate wishes to share it with a friend or partner who is also attending the course, please indicate this on the Registration Form.  There is no guarantee that a double/twin will always be available or allocated.
 
 
COURSE DELEGATE DIET
The normal diet available is varied with a vegetarian option available.  If delegate has any special dietary requirements that a communal kitchen may not readily be able to meet, please indicate these on the Registration Form.  Unless PDCA have been notified explicitly, two weeks in advance to the scheduled starting date of the course, of any dietary or other requirements, PDCA cannot guarantee that these requirements will be met.
 
 
COURSE REJECTIONS
PDCA reserves the right to reject an application without explanation, or in exceptional circumstances, to request that a delegate leave a training/course session at a minimum of 24 hours notice if, in the opinion of the course trainer/instructor, their continuing attendance would not be in the best interests of the other delegates.
 
 
LIMITATION OF LIABILITY
In no event shall PDCA, its parents, subsidiaries or affiliates (collectively), or its client be liable to IC for any consequential, indirect, exemplary, special, incidental or punitive damages including, without limitation, lost profits, even if such damages are foreseeable or it has been advised of the possibility of such damages.  Further, in no event shall PDCA’s or its client’s liability to contractor exceed the total amount of payments made by PDCA to IC under any agreement.
 
 
INDEMNIFICATION
·        IC SHALL INDEMNIFY, DEFEND AND HOLD HARMLESS PDCA AND PDCA’S RELEVANT CLIENT AND THE RELEVANT ACCREDITATION AUTHORITY FROM AND AGAINST ANY LOSSES, DAMAGES, DEMANDS AND CLAIMS RELATED TO OR ARISING FROM ANY AGREEMENT AS A RESULT OF:
A) DEATH OF OR PERSONAL INJURY TO ANY EMPLOYEE, REPRESENTATIVE, OR SUBCONTRACTOR OF CONTRACTOR; AND/OR
B) LOSS OF OR DAMAGE TO ANY PROPERTY OF CONTRACTOR OR ITS SUBCONTRACTORS, OR ANY OF ITS OR THEIR EMPLOYEES, REPRESENTATIVES, OR SUBCONTRACTORS,
 
HOWSOEVER CAUSED. THIS APPLIES REGARDLESS OF ANY FORM OF LIABILITY, WHETHER STRICT OR BY NEGLIGENCE, IN WHATEVER FORM, ON THE PART OF PDCA EXCEPT IN THE INSTANCE OF GROSS NEGLIGENCE AND/OR WILLFUL MISCONDUCT.
 
·        Save and except as provided in this Document, each Party shall be responsible for its own acts or omission leading to the loss of or damage to any third party.
·        EXCEPT FOR THE OBLIGATIONS SET FORTH IN this Document, IC SHALL NOT BE LIABLE TO PDCA FOR ANY LIQUIDATED, SPECIAL, CONSEQUENTIAL, OR INDIRECT DAMAGES OF ANY TYPE, INCLUDING BUT NOT LIMITED TO LOSS OF BUSINESS, LOSS OF PROFITS, LOSS OF PRODUCTION AND LOSS OF USE.
·        IC SHALL NOT BE LIABLE TO THE RELEVANT ACCREDITATION AUTHORITY FOR ANY LIQUIDATED, SPECIAL, CONSEQUENTIAL, OR INDIRECT DAMAGES OF ANY TYPE, INCLUDING BUT NOT LIMITED TO LOSS OF BUSINESS, LOSS OF PROFITS, LOSS OF PRODUCTION AND LOSS OF USE.
·        IC agrees to defend, at its own expense, any suit or proceedings instituted against PDCA or the relevant accreditation authority based upon a charge of infringement of any patent as a result of the Product(s) and/or Service(s) furnished by the IC for the work.
·        IC will pay any judgment and all court costs awarded against PDCA in regard to any patent and/or copyright infringement suit based on the allegation of infringement as a result of Product(s) and/or Service(s) furnished by the IC.
 
 
INSURANCE REQUIREMENTS
IC shall secure and maintain in force insurance of the kinds and in the minimum amounts stated below, provided that the amounts are minimum limits only and PDCA may require IC to provide additional insurance should the nature of the work to be performed indicate that higher limits are in PDCA´s sole discretion desirable:
·        Worker´s Compensation as required by the laws of the State in which the Activity/Event the subject of any Agreement are to be performed and Employer´s Liability Insurance, each with a limit of at least five hundred thousand dollars ($500,000) per occurrence.
·        Automobile Liability Insurance with a combined single limit of at least three hundred thousand dollars ($300,000) bodily injury and property damage per occurrence.
·        General Liability Insurance covering all operations pursuant to or in connection with any Agreement, including any and all amendments or changes hereto, with a limit of at least one million dollars ($1,000,000) per occurrence.  General Liability coverage is to include Contractual Liability Insurance covering all liability for bodily injury and property damage assumed by IC under any Agreement, including any and all amendments or changes hereto, with a combined single limit of at least one million dollars ($1,000,000) per occurrence.
·        Professional Liability Insurance with a limit of at least ($1,000,000) per occurrence covering all legal liability arising from professional Product(s) and/or Service(s) rendered in connection with any agreement.
·        Such other insurance as may be required by law or that which a prudent contractor under similar circumstances would maintain.
 
PDCA shall be named as primary additional insured under the above-referenced insurance policies.  All such policies shall waive all rights of subrogation and/or indemnification against PDCA, its affiliates, parents, and subsidiaries, and their respective agents, employees and underwriters with respect to all claims arising out of or in any way connected with the Product(s) and/or Service(s) performed hereunder.
 
 
TERMINATION
(a)Termination by PDCA. PDCA may terminate any Agreement and/or any Job/Work Order issued hereunder at any time with or without cause upon submitting to IC a written notice of termination.  Upon receipt of such notice IC shall immediately cease to incur expenses pursuant to any Agreement, unless otherwise directed in the termination notice.  PDCA shall pay IC for work performed on any Job/Work Order so terminated up to the date of termination but not to exceed the total value of the Job/Work Order.  No amount shall be allowed for anticipated profit or unabsorbed overhead.
(b) Termination by IC. Contractor shall have the right to terminate any Agreement at any time upon thirty (30) days’ written notice to PDCA.
(c) Return of Information. Upon termination IC shall immediately return to PDCA all documents, drawings and items of any nature whatsoever either supplied to IC or developed by IC under any Agreement and/or the Job/Work Order so terminated.
·        The rights and benefits of IC under any Agreement shall not be transferable without the written consent of PDCA.
·        Any and all notices referred to herein shall be sufficient if furnished in writing, sent by registered mail to the representative parties at the addresses set forth in the introductory paragraph of any Agreement.
·        If any provision in any Agreement or any Job/Work Order hereunder is or becomes void or unenforceable by force or operation of law, the other provisions shall remain valid and enforceable.
·        The provisions within this Document shall survive termination of any Agreement.
·        The headings contained in any Agreement are for convenience of reference only, and shall not affect, in any way, the meaning or interpretation of any Agreement.
·        The failure of any Party to insist upon strict adherence to any term of any Agreement on any occasion shall not be considered a waiver or deprive that Party of the right thereafter to insist upon strict adherence to that term or any other term of any Agreement. To be in force and enforceable, any waiver must be in writing and must be signed by both Parties.
 
 
EQUAL EMPLOYMENT/CONTRACTING OPPORTUNITY AND AFFIRMATIVE ACTION
If applicable to IC, IC represents to PDCA that it is an equal employment opportunity employer, and shall at all times extend employment opportunities to qualified applicants and employees on an equal basis regardless of an individual´s age, race, color, sex, religion, national origin or other bases protected by applicable law.  IC acknowledges and agrees that PDCA´s anti-discrimination and anti-harassment policies apply to IC, and IC shall, at all times, comply with such policies, as well as the provisions of all applicable law relating to discrimination in the workplace.
 
To the extent any Agreement is subject to such provisions (which may in some instances not apply for entities with employees below a set number as stated therein), any Agreement incorporates by reference:
·        (a) all provisions of 41 C.F.R. 60- 1.4, as amended, pertaining to the equal opportunity clause in government contracts;
·        (b) all provisions of 41 C.F.R. 60-300, as amended, pertaining to affirmative action for Covered Veterans;
·        (c) all provisions of 41 C.F.R. 60-741, as amended, pertaining to affirmative action for individuals with disabilities.  IC certifies that it is in compliance with all applicable provisions of 41 C.F.R. 60-1, including but not limited to:
(a)     Developing and presently having in full force and effect a written affirmative action compliance program for each of its establishments as required by 41 C.F.R. 60-1.40 as amended,
(b)    Filing EEO-1 Reports as required by 41 C.F.R. 60-1.7, as amended, and
(c)     Neither maintaining segregated facilities nor permitting its employees to perform Product(s) and/or Service(s) at segregated facilities as prohibited by 41 C.F.R. 60-1.8, as amended; and
·        Exec. Order 11246, 29 C.F.R. Part 471, Appendix A to Subpart A, and 41 C.F.R. Parts, 60-4.3 and 60-300.5. PDCA requests that Contractor adopt and implement a policy to extend employment opportunities to qualified applicants and employees on an equal basis regardless of an individual’s age, race, color, sex, religion, nation origin or other bases protected by applicable law
 
 
SUBSTANCE ABUSE AND SAFETY PROGRAMS
·        IC agrees to abide by PDCA Substance Abuse Program requirement (the “Program”).  It is expressly understood by the IC that agreement to adherence to the Program does not make it or any of his/her/its employees, representative or agents an employee(s) of PDCA.
·        IC agrees to provide its employees with same safety training as required of PDCA by its clients on the relevant project for which IC performs Activity/Event.  The cost of such training shall be borne by the IC.
·        IC agrees to maintain a policy reflecting the principles set forth in this Document alternatively shall implement the attached policy in respect to employees.  In the election of the latter, IC shall sign and return any Document to PDCA at time of execution of any Agreement, provided however that failure to sign these Documents shall not negate the IC’s obligation to abide by such policy in the event that the IC does not have his/her/its own policy in place.

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