Terms and Conditions

TERMS AND CONDITIONS OF USE

The sale and purchase of services through our website shall be governed by the SGS General Conditions of Service supplemented by the SGS Digital Terms and Conditions of Sale and the Specific Terms (collectively the “Terms of Use”). In case of contradiction, the Specific Terms shall prevail.

You will be asked to give your express agreement to these terms and conditions before you place an order on our website.

IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS OF USE YOU MAY NOT ACCESS OR USE THE WEBSITE OR SERVICES.

SGS Digital Terms and Conditions of Sale

1. Introduction

(a) These terms and conditions shall govern the sale and purchase of services through our website.

2. Interpretation

(a) In these terms and conditions:

(1) "we" means SGS Société Générale de Surveillance SA, SGS Digital SA or any of the affiliated companies of SGS SA; and

(2) "you" means our customer or prospective customer,

and "us", "our" and "your" should be construed accordingly.

3. Order process

(a) The advertising of products on our website constitutes an "invitation to treat" rather than a contractual offer.

(b) No contract will come into force between you and us unless and until we accept your order in accordance with the procedure set out in this Section 3.

(c) To enter into a contract through our website to purchase products from us, the following steps must be taken: you must add the products you wish to purchase to your shopping cart, and then proceed to the checkout; you must confirm your order and your consent to the terms of this document; you will be transferred to our payment service provider's website, and our payment service provider will handle your payment; we will then send you an initial acknowledgement; and once we have checked whether we are able to meet your order, we will either send you an order confirmation (at which point your order will become a binding contract) or we will confirm by email that we are unable to meet your order.

4. Products

(a) The following types of services are or may be available on our website from time to time: NGO Attestation; Transparency-One subscription

(b) We may periodically change the services available on our website, and we do not undertake to continue to supply any particular service or type of service.

5. Prices

(a) Our prices are quoted on our website.

(b) We will from time to time change the prices quoted on our website, but this will not affect contracts that have previously come into force.

(c) All amounts stated in these terms and conditions or on our website are stated exclusive of GST.

(d) It is possible that prices on the website may be incorrectly quoted; accordingly, we will verify prices as part of our sale procedures so that the correct price will be notified to you before the contract comes into force.

(e) In addition to the price of the products, you may have to pay a delivery charge, which will be notified to you before the contract of sale comes into force.

6. Payments

(a) You must, during the checkout process, pay the prices of the services you order.

(b) Payments may be made by any of the permitted methods specified on our website from time to time.

(c) If you fail to pay to us any amount due under these terms and conditions in accordance with the provisions of these terms and conditions, then we may withhold the services ordered and/or by written notice to you at any time cancel the contract of sale for the services.

(d) If you make an unjustified credit card, debit card or other charge-back then you will be liable to pay us, within 7 days following the date of our written request:

(1) an amount equal to the amount of the charge-back;

(2) all third party expenses incurred by us in relation to the charge-back (including charges made by our or your bank or payment processor or card issuer);

(3) an administration fee of EUR 25.00 excluding GST; and

(4) all our reasonable costs, losses and expenses incurred in recovering the amounts referred to in this Section 6.4 (including without limitation legal fees and debt collection fees),

and for the avoidance of doubt, if you fail to recognise or fail to remember the source of an entry on your card statement or other financial statement, and make a charge-back as a result, this will constitute an unjustified charge-back for the purposes of this Section 6 (b)

7. Deliverables

(a) Our policies and procedures relating to the deliverables are set out in this Section 7.

(b) We will arrange for the deliverables to be delivered as you specified during the checkout process.

(c) We will use reasonable endeavours to deliver your deliverables on or before the date for delivery set out in the order confirmation or, if no date is set out in the order confirmation, within 7 days following the date of the order confirmation; however, we do not guarantee delivery by this date.

8. Warranties and representations

(a) You warrant and represent to us that:

(1) you are legally capable of entering into binding contracts;

(2) you have full authority, power and capacity to agree to these terms and conditions; and

(3) all the information that you provide to us in connection with your order is true, accurate, complete and non-misleading.

(b) We warrant to you that:

(1) we have the right to sell the services that you buy; and

(2) the services you buy will correspond to any description published on our website.

(c) All of our warranties and representations relating to the supply of services are set out in these terms and conditions. To the maximum extent permitted by applicable law, all other warranties and representations, including those implied by law or custom or practice, are expressly excluded. You specifically acknowledge that you are in trade and acquiring the services for business purposes and the provisions of the Consumer Guarantees Act 1993 (NZ) are therefore excluded.

9. Exclusions of liability

(a) We will not be liable to you in respect of any losses arising out of any event or events beyond our reasonable control.

(b) We will not be liable to you in respect of any business losses, including (without limitation) loss of or damage to profits, income, revenue, use, production, anticipated savings, business, contracts, commercial opportunities or goodwill.

(c) We will not be liable to you in respect of any loss or corruption of any data, database or software.

10. Order cancellation

(a) All orders are final and you may not cancel a contract for any reason whatsoever or obtain a refund after the order has been made.

(b) However, we may cancel a contract under these terms and conditions immediately, by giving you written notice of termination, if:

(1) you fail to pay, on time and in full, any amount due to us under that contract; or

(2) you commit any breach of that contract.

(c) We may cancel a contract under these terms and conditions by written notice to you if:

(1) you cease to trade;

(2) you become insolvent or unable to pay your debts within the meaning of the insolvency legislation applicable to you;

(3) a person (including the holder of a charge or other security interest) is appointed to manage or take control of the whole or part of your business or assets, or notice of an intention to appoint such a person is given or documents relating to such an appointment are filed with any court;

(4) the ability of your creditors to take any action to enforce their debts is suspended, restricted or prevented, or some or all of your creditors accept, by agreement or pursuant to a court order, an amount of less than the sums owing to them in satisfaction of those sums; or

(5) any process is instituted which could lead to you being dissolved and your assets being distributed to your creditors, shareholders or other contributors.

(d) We may cancel a contract under these terms and conditions by written notice to you if we are prevented from fulfilling that contract by any event beyond our reasonable control, including without limitation any unavailability of raw materials, components or products, or any power failure, industrial dispute affecting any third party, governmental regulations, fire, flood, disaster, riot, terrorist attack or war.

11. Consequences of order cancellation

(a) If a contract under these terms and conditions is cancelled in accordance with Section 10:

(1) we will cease to have any obligation to deliver the deliverables which are undelivered at the date of cancellation; and

(2) you will continue to have an obligation where applicable to pay for services which have been performed at the date of cancellation.

12. Scope

(a) These terms and conditions shall not constitute or effect any assignment or licence of any intellectual property rights.

(b) These terms and conditions shall not govern the licensing of works (including software and literary works).

13. Variation

(a) We may revise these terms and conditions from time to time by publishing a new version on our website.

(b) A revision of these terms and conditions will apply to contracts entered into at any time following the time of the revision, but will not affect contracts made before the time of the revision.

14. Assignment

(a) You hereby agree that we may assign, transfer, sub-contract or otherwise deal with our rights and/or obligations under these terms and conditions.

(b) You may not without our prior written consent assign, transfer, sub-contract or otherwise deal with any of your rights and/or obligations under these terms and conditions.

15. No waivers

(a) No breach of any provision of a contract under these terms and conditions will be waived except with the express written consent of the party not in breach.

(b) No waiver of any breach of any provision of a contract under these terms and conditions shall be construed as a further or continuing waiver of any other breach of that provision or any breach of any other provision of that contract.

16. Severability

(a) If a provision of these terms and conditions is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions will continue in effect.

(b) If any unlawful and/or unenforceable provision of these terms and conditions would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect.

17. Third party rights

(a) A contract under these terms and conditions is for our benefit and your benefit, and is not intended to benefit or be enforceable by any third party.

(b) The exercise of the parties' rights under a contract under these terms and conditions is not subject to the consent of any third party.

18. Our details

(a) This website is owned and operated by SGS, Société Générale de Surveillance SA

(b) We are registered in Switzerland and our registered office is at 1, Place des Alpes – CH 1211 Geneva 1

(c) SGS SA local affiliate, SGS New Zealand Ltd, Head Office is located at 8 Rockridge Avenue, Penrose, Auckland.

(c) You can contact us:

(1) using our website contact form; or

(2) by email, at online.services@sgs.com.