Terms & Conditions

1. Business clients only

QSP provides professional services exclusively to businesses, public bodies and persons acting in the course of their profession or business.

QSP does not offer services to consumers. By requesting or accepting an assignment, the client confirms that it is acting for business or professional purposes.

2. Application of these terms

These Terms & Conditions apply to all quotations, assignments and agreements between QSP and the client unless expressly agreed otherwise in writing.

The client's own purchasing or general conditions are rejected and do not apply unless QSP has expressly accepted them in writing.

Where a quotation, engagement letter or other written agreement contains a provision that conflicts with these terms, the specifically agreed provision takes precedence.

The version provided or made available to the client before acceptance of the assignment governs that assignment. Later website updates do not retrospectively amend an existing agreement.

3. QSP identity and contact details

The contracting QSP entity will be identified in the written quotation or engagement confirmation. The registered details below will be completed after the KvK registration.

Trading name

QSP, Quality Support Partner

Registered legal name

Pending KvK registration

Legal form

Pending KvK registration

Registered address

Pending KvK registration

KVK number

Pending KvK registration

VAT identification number

Pending registration with the Dutch Tax Administration

Contact

info@qsp-food.eu

The registered details will be added when the KvK and tax registrations are completed.

4. Enquiries and formation of an agreement

Website information, indicative prices and descriptions of services do not constitute a binding offer.

Submitting a contact form, requesting a Free Intake, sending documents or asking for a quotation does not create an assignment.

A Free Intake is limited to understanding the question and determining whether QSP may be able to assist. It does not include a free assessment, legal opinion, compliance conclusion, approval or written report unless expressly agreed.

An agreement is formed only when:

• QSP confirms the assignment in writing;
• the client accepts a written quotation or engagement proposal;
• or both parties otherwise confirm the agreed scope, fee and essential conditions in writing.

QSP may decline a proposed assignment, including where the scope is unclear, the required expertise or capacity is unavailable, a conflict of interest exists or the requested work would be unsafe or unlawful.

Unless stated otherwise, a quotation remains valid for 14 days.

5. Scope of an assignment

The agreed quotation or engagement confirmation defines the assignment, including where relevant:

• the product, supplier, production site or question covered;
• the information and product version assessed;
• applicable markets, criteria or reference requirements;
• the type of check, assessment, audit or support;
• the intended deliverable and recipient;
• material exclusions and assumptions;
• timing;
• and fees and expenses.

QSP is not required to investigate matters outside the agreed scope unless the parties agree an extension in writing.

If the available information indicates that broader verification is needed, QSP will explain this to the client. Additional work will only be performed after the scope and consequences have been agreed.

6. Standard of performance

QSP will perform the assignment with reasonable professional care and competence, based on the agreed scope and the information and access available at the relevant time.

QSP's obligation is an obligation to perform professional services with reasonable care. It is not a guarantee of a particular commercial, regulatory, audit or certification outcome.

Checks and assessments are based on samples, submitted evidence and defined criteria. They cannot eliminate all uncertainty or identify every possible defect, omission or non-compliance.

An audit or site visit is a time-limited and sample-based assessment. Its reliability depends on access to relevant people, areas, processes, records and conditions during the visit.

7. Nature and limits of deliverables

Unless expressly agreed otherwise, QSP deliverables contain factual observations, professional conclusions and non-binding recommendations within the accepted scope.

A QSP deliverable is not:

• a formal legal opinion;
• a certification or accreditation decision;
• a guarantee of legal compliance;
• formal product or supplier approval;
• a batch-release decision;
• laboratory verification;
• or a guarantee of safety, performance, quality, customer acceptance or marketability.

A documentary supplier assessment is not equivalent to a remote or on-site audit.

The client remains responsible for its own legal obligations and for decisions concerning product release, supplier approval, purchasing, market placement, customer communication and corrective action.

8. Client responsibilities

The client must:

• provide complete, accurate and current information;
• explain its role in the supply chain and the intended market or use;
• disclose relevant deadlines, known concerns and material changes;
• provide documents and evidence in a usable form;
• obtain the necessary rights and permissions to share information with QSP;
• ensure that instructions given to QSP are lawful;
• review draft factual information where QSP requests confirmation;
• and make its own final business, compliance and product-release decisions.

The client must promptly notify QSP if information, product composition, packaging, production conditions, supplier status or applicable market requirements change.

For site visits, the client must arrange suitable access and inform QSP in advance of safety, hygiene, confidentiality, visa, vaccination and PPE requirements. QSP may stop or refuse work where conditions are unsafe or materially different from those disclosed.

9. Changes and additional work

Changes to the product, question, criteria, location, timetable or requested deliverable may require an amended scope, fee or delivery date.

QSP will inform the client where additional work appears necessary. Additional work will be charged only after written agreement or clear written instruction from an authorised client representative.

10. Fees, VAT and expenses

Unless expressly stated otherwise:

• website prices are indicative;
• all fees are stated excluding VAT;
• agreed travel, accommodation, laboratory fees and other third-party expenses are additional;
• and applicable taxes and duties will be added as required.

QSP normally invoices after delivery of the agreed work. Longer assignments may be invoiced monthly in arrears or by agreed project stage.

Travel, accommodation and other significant external costs may require an advance payment. Any advance will be reconciled against the actual agreed costs.

Invoices are payable within 30 calendar days of the invoice date without deduction, set-off or suspension, unless otherwise agreed in writing.

If payment is overdue, QSP may charge statutory commercial interest and reasonable lawful recovery costs. QSP may suspend further work after giving reasonable notice.

11. Timing and delivery

QSP will make reasonable efforts to meet agreed dates.

Unless a date is expressly confirmed as a strict contractual deadline, delivery dates are estimates rather than guarantees.

A delay caused by missing information, late feedback, changed instructions, unavailable personnel, restricted access, third-party services or other circumstances outside QSP's reasonable control will extend the timetable accordingly.

Electronic delivery to the address nominated by the client constitutes delivery.

12. Cancellation and suspension

The client may cancel an assignment by written notice.

On cancellation, the client must pay:

• fees for work performed up to the cancellation date;
• agreed or reasonably committed non-recoverable external costs;
• and any specific cancellation charge for reserved travel or on-site days stated in the quotation.

QSP may suspend or terminate an assignment where:

• invoices remain overdue;
• required information or cooperation is not provided;
• the work cannot be performed safely or lawfully;
• a conflict of interest arises;
• misleading or materially incomplete information has been provided;
• or continuation cannot reasonably be expected.

Where QSP terminates for reasons not attributable to the client, any unused advance payment will be reconciled and repaid.

13. Confidentiality

Each party must keep confidential non-public technical, commercial and operational information received from the other party and use it only for the agreed purpose.

This obligation does not apply to information that:

• is already lawfully public;
• was lawfully known without a confidentiality obligation;
• is received lawfully from another source;
• is independently developed;
• or must be disclosed by law, court order or competent authority.

QSP may share confidential information with personnel, professional advisers and approved service providers who need it for the assignment and are subject to appropriate confidentiality obligations.

Neither party may use the other party's name, logo or assignment as a public reference without prior written permission.

14. Personal data

Each party is responsible for complying with the data-protection obligations applicable to its own processing activities.

The client must ensure that personal data supplied to QSP is relevant, lawfully obtained and lawfully shared.

QSP processes personal data in accordance with its Privacy Noticeand any additional processing agreement required for a specific assignment.

15. Intellectual property and permitted use

The client retains ownership of materials it supplies to QSP and grants QSP the rights reasonably necessary to perform the assignment.

QSP retains ownership of its pre-existing and independently developed:

• methods;
• templates;
• report structures;
• checklists;
• working papers;
• models;
• know-how;
• and other background intellectual property.

After full payment, the client receives a non-exclusive, non-transferable right to use the final deliverable for the purpose and recipients agreed in the assignment.

Unless otherwise agreed in writing, a report may be shared only:

• within the client's organisation;
• with recipients named or contemplated in the agreed scope;
• or where disclosure is required by law or an existing contractual obligation.

Other distribution, publication, resale or use by third parties requires prior written permission from QSP and the client.

Deliverables must not be altered, quoted out of context or presented in a misleading manner. Copyright, confidentiality and limitation notices must not be removed.

16. Third-party reliance

A deliverable is prepared solely for the client, agreed recipients and agreed purpose.

No other person may rely on it without QSP's prior written acceptance. Sharing a deliverable does not by itself create a duty of care, contractual relationship or liability toward the recipient.

QSP is not responsible for decisions made using:

• an incomplete or altered deliverable;
• extracts taken out of context;
• a deliverable used for another product, version, supplier, market or purpose;
• or information that has become outdated because circumstances or requirements changed.

17. Third-party information and services

QSP may reasonably rely on documents, statements, certificates, public sources and test results supplied by the client or third parties unless verification is included in the agreed scope.

QSP does not guarantee the accuracy or completeness of independent third-party information.

Where external laboratories, auditors or specialists are required, the quotation will specify where possible whether they are engaged by QSP or directly by the client. Their own accredited methods, conditions and limitations may apply.

18. Liability

QSP is liable only for direct loss that is demonstrated to result from an attributable failure to exercise the reasonable professional care required under the accepted assignment.

QSP is not liable for indirect or consequential loss, including loss of profit, revenue, production, opportunity, goodwill, reputation, anticipated savings or business interruption.

QSP is not liable to the extent that loss results from:

• inaccurate, incomplete, misleading or late information;
• withheld facts or restricted access;
• a client or third party failing to follow recommendations;
• changes made after the relevant review date;
• use outside the agreed scope;
• or decisions that remain the responsibility of the client.

The client must take reasonable steps to prevent and mitigate loss and notify QSP promptly of any matter that may give rise to a claim.

Nothing in these terms excludes or limits liability where limitation is prohibited by applicable law, including liability arising from fraud, wilful misconduct or deliberate recklessness by QSP's management.

19. Force majeure

Neither party is liable for delay or failure caused by circumstances beyond its reasonable control, including natural disasters, war, government restrictions, major transport disruption, strikes, utility or communications failures, cyber incidents, epidemics or sudden unavailability of essential third-party services.

The affected party must notify the other party where reasonably possible and take reasonable steps to reduce the effect. Work already performed and committed non-recoverable costs remain payable.

20. Complaints

The client should notify QSP of a complaint as soon as reasonably possible and provide enough information for the matter to be investigated.

QSP will acknowledge and assess the complaint within a reasonable period. Raising a complaint does not automatically suspend an undisputed payment obligation.

21. Governing law and disputes

These Terms & Conditions and all agreements with QSP are governed by Dutch law.

The parties will first attempt to resolve a dispute through good-faith discussion.

If no resolution is reached, disputes will be submitted to the competent court in Amsterdam, the Netherlands, unless mandatory law requires another court.

22. General provisions

If any provision is invalid or unenforceable, the remaining provisions continue to apply. The invalid provision will be replaced, where possible, with a valid provision that most closely reflects its purpose.

Failure to enforce a provision on one occasion does not waive the right to enforce it later.

The client may not transfer an agreement or deliverable rights without QSP's written permission. QSP may use suitable personnel or subcontractors while remaining responsible for its own contractual obligations.

Where these terms are provided in more than one language, the English version prevails unless expressly agreed otherwise.