Purchasing Terms and Conditions
PURPOSE AND SCOPE
This establishes the Terms and Conditions of Purchase (“TCP”) that govern the provision of services (“Services”) by PSC Workresource Consulting Ltd (“PSC”) to clients. PSC and Supplier are referred to individually as a “Party” or collectively as the “Parties”.
“Affiliate” means each of the Parties’ subsidiaries, the Party’s or its subsidiary’s holding company, and any subsidiary of a Party or its subsidiary’s holding company.
“Change Order” means a written modification to the products or Services subscribed to as described in a Purchase Order.
“Contract” means: (i) a Purchase Order incorporating these TCP, or (ii) a Purchase Order incorporating these TCP, along with any Statement of Work, Change Order, or other authorized documentation that together constitute the full agreement of the Parties.
“Customer/Client” means a natural or corporate person who has obtained or is seeking to obtain any form of product or service from PSC, including without limitation publications, certification examinations, training, online or in-person event access, informational materials
“Material Breach” means a breach by a Party of: (i) the confidentiality, privacy, intellectual property rights or data security provisions of this Contract, or (ii) a breach of another provision of this Contract that has a material impact on the value or benefit the non-breaching Party derives from this Contract.
“Personal Data” means any information relating to an identified or identifiable person.
“Processing” means any operation or set of operations which is performed upon Personal Data, whether or not by automatic means, such as collection, recording, organization, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, blocking, erasure or destruction (“Process”, “Processes” and “Processed” shall have the same meaning).
“Purchase Order” means the document describing and authorizing the purchase of a product or Service or subscription for it.
“Statement of Work” means a detailed description of Goods, product or Services as may be provided by a party to another pursuant to the Contract, and agreed to by the Parties, including without limitation the type and scope of the project, authorized service providers, billable rate for services or price quoted for the project, estimated time for the commencement and completion of the project, milestone dates and projected accomplishments by such dates, deliverables, and reporting procedures for tracking and communicating the progress of the Services.
“User” means, as applicable, a person who is authorized to access and use, and who accesses and uses, any software or platform provided pursuant to or related to a Contract.
“Work Product” means materials developed specifically for a client and delivered to such client by PSC, any of it’s affiliates etc. as deliverables under a Contract.
CONTRACTUAL DOCUMENTATION AND PRIORITY
The relationship between user, customer/client and PSC shall be governed by the following contractual documentation, in descending order of priority:
(a) the Purchase Order, incorporating the TCP,
(b) the Statement of Work, if any, incorporated into the Purchase Order, collectively forming the Contract;
(c) a written agreement, if any, between client and PSC with respect to PSC’s provision of the product or Services, including any authorized amendments or attachments thereto, which by authorization of the Parties forms a part of the Contract (the “Agreement”).
Where a conflict exists between the terms of the Purchase Order incorporating the TCP, (and as applicable, a Statement of Work) on the one hand, and the terms of an Agreement on the other, the terms of the Purchase Order incorporating the TCP (and Statement of Work, as applicable) shall govern.
The TCP expressly govern and limit PSC’s acceptance to the terms of the Purchase Order. Any different or additional terms contained in any proposal or agreement provided by any party, or response by any party to these TCP or to the Purchase Order issued by Buyer, are void and do not form a part of the Contract unless they are expressly accepted in a written amendment or addendum to the Contract, signed by authorized representatives of both Parties. A party’s written acknowledgement or acceptance of Buyer’s Purchase Order, or commencement of performance thereunder, constitutes acceptance of all of the TCP, without modification. No amendment or addition to or modification or waiver of the Purchase Order or any provision of the TCP shall be binding upon any of the parties unless it is in writing and signed by duly authorized representatives of the Parties.
A client may subscribe to any of our products, service, classes, trainings, seminars and so on by registering and making payment.
PRICES AND MODE OF PAYMENT
PSC has a fixed price for each of her product or service which may be reviewed from time to time as occasion demands. PSC reserves the exclusive right to review her prices to meet international standard and as the law demands without prior notice to any of our clients. Our currency charge is the US Dollar and payments from any other country shall be made in the dollar eequivalent. Payment for any of our services shall be made via a payment platform integrated to our website. For Consultancy, a non-refundable “consultancy fee” shall be made before work can begin on any work or purchase order made. This “consultancy fee” is, however, not differenta from and shall not be construed as payment made for the entire work done. Clients are not excluded from paying for the cost of Service.
In accordance to the necessary tax laws and charges such as VAT are also applicable. For more information, contact firstname.lastname@example.org
Unless otherwise specified in the Purchase Order, PSC shall invoice client for delivered product or rendered Services at most on the first (1st) day of each month following the month in which the products or Services were delivered and/or rendered. Invoices shall specify the Purchase Order number under which the products or Services were purchased. Invoices shall be accompanied by any other supporting documentation reasonably requested by the customer/client. No invoices shall be processed for products or Services which do not comply with the requirements of the Contract.
SCOPE CHANGE AND CHANGE ORDERS
Client may request changes that affect the scope or duration of the Services. If client requests such a change, or if PSC notifies a client of issues or circumstances beyond the applicable scope of Services that may require a change, then the Parties shall negotiate promptly and in good faith a reasonable and equitable adjustment in the applicable scope, fees or deadlines. Unless the client directs PSC to stop work pending acceptance of such change, PSC shall continue work pursuant to the existing Purchase Order or Statement of Work, and no change shall be implemented unless accepted in writing by both Parties. Any and all such changes once agreed to and signed by the Parties will be reflected in written Change Orders or addenda to the applicable Purchase Order or Statements of Work.
In addition to any warranties made by PSC in its brochures, catalogues, sales materials or other documentation, PSC represents and warrants to clients that the products or Services it provides to clients are free from any defect in design, workmanship, raw material: or manufacture
PSC and clients each shall defend, indemnify and hold the other and its directors, officers, employees, assignees, agents, and affiliates harmless from any and all claims, demands, suits, obligations, liabilities, damages, losses and judgments, including costs and expenses related thereto (including reasonable attorney’s fees), arising from actions or omissions of the indemnifying party, its employees , agents , contractors, suppliers or other representatives that include, cause or relate to: (i) the death or bodily injury to any person or damage to property on account of: (a) any alleged or actual defect, whether latent or patent, in any product or Service provided hereunder, or (b) the actual or alleged negligence or intentional misconduct of the indemnifying party or any agent, employee, subcontractor or consultant thereof; (ii) the indemnifying party’s actual or alleged infringement of any patent, trademark, copyright, or misappropriation of any trade secret, or infringement of any other intellectual property right; (iii) any claims or liabilities for royalties, liens or any other encumbrances on the products or Services supplied; (iv) any actual or alleged violation of the data confidentiality, privacy or security requirements of the Contract; or (v) any actual or alleged breach of a party’s contractual or legal obligations to its employees, agents, consultants or subcontractors.
PSC and clients each agree to keep confidential all non-public information provided by the other party which the receiving party knows or reasonably should know to be confidential or proprietary information or documentation of the disclosing party, including without limitation information related to a party’s finances, business plans, strategic plans, customers, products in development, employees, or vendors (collectively, “Confidential Information”) The Parties may disclose Confidential Information to those employees, agents or subcontractors with a need to know in order to fulfill obligations under the Contract or any Purchase Order; provided that the Parties shall be responsible for any breach of confidentiality obligations by such employees, agents or subcontractors. In the event that a Party is requested or required in legal, regulatory or other administrative proceedings to disclose any Confidential Information, the Party receiving the request shall promptly notify the other Party of such request or requirement prior to disclosure so that the disclosing Party may seek an appropriate protective order, or waive compliance with the terms of this clause, as applicable.
DATA PRIVACY AND SECURITY
PSC represents and warrants that it maintains appropriate administrative, physical and technical safeguards to protect the confidentiality, integrity and security of its customers’ data, including without limitation personally identifiable information and other sensitive data. We affirms that it meets or exceeds the required administrative, physical and technological security safeguards for the type of data we processes under this Agreement. We further represents and warrants that it is in compliance with the requirements of all applicable data protection laws in connection with its provision of products or Services. We agree to comply with the requirements of client’s Data Protection Agreement for data processors with respect to our processing of any and all data either containing personally identifiable information of an individual, or that could be used to determine the identity of an individual.
If any provision of these TCP or any Purchase Order shall be declared illegal, void or otherwise unenforceable, the remaining provisions shall remain in full force and effect and valid. The Parties shall replace any clause which is declared invalid or void with another valid clause which is as similar as possible to the original in terms of purpose and effect.
Any notices to be given by either Party to the other may be done by personal delivery or by mail. Mailed notices shall be addressed to the administrative organ at email@example.com Notices delivered personally shall be deemed communicated as of the date of actual receipt; mailed notices shall be deemed communicated as of three (3) days after the date of mailing. For purposes of this Agreement, “personal delivery” includes notice transmitted by phone call or delivered by a courier or individual at any of our offices.
SURVIVAL OF TERMS
All provisions which must survive termination of these TCP, the Contract or a Purchase Order to be effective shall survive termination. The following provisions specifically shall survive the expiration or termination of these TCP, the Contract or a Purchase Order: Prices and Form of Payment, Warranties, Environmental Requirements, Indemnification, Confidential Information, Privacy, Applicable Law and Jurisdiction, and Proprietary Rights.
These TCP supersede all prior agreements, oral or in writing, between the Parties with respect to the provision of any of our products or Services to clients, and along with the applicable Purchase Order or Statement of Work, contains the entire agreement of the Parties with respect to the subject matter thereof. The Parties acknowledge that no representations, inducements, or agreements have been made by either Party which are not embodied here, and that no other agreement or representation not contained in these TCP is valid or binding. A modification of this TCP will be effective only if it is in writing and signed by authorized representatives of the Parties.