Legal Advice and Private Policy
Legal Notice and Privacy Policy
REV. 04
Edition dated January 13, 2026
GENERAL TERMS AND CONDITIONS FOR THE PROVISION OF SERVICES BY
HALAL SAFETY CERTIFICATION, S.L.
DEFINITIONS
1.1 Public Authority: Any natural or legal public entity with sufficient authority to impose or lift sanctions of any kind, grant or deny authorizations, licenses, subsidies or aid, or impose or exempt obligations of any kind upon the Client, the Client being legally bound by such decisions.
1.2 Force Majeure Event: Unforeseeable events or events which, although foreseeable, are unavoidable, including but not limited to fire, flood, shortage or unavailability of fuel or electricity, accident, embargo, blockade, or governmental order.
1.3 Client: Any natural or legal person engaged in activities for which all or some of the Services are required and who has entered into an agreement with Halal Safety Certification for the provision of the Services specified in the Specific Conditions, subject to such Specific Conditions and these General Conditions.
1.4 General Conditions: This document containing the General Terms and Conditions for the provision of Services by Halal Safety Certification.
1.5 Specific Conditions: The document containing the agreements reached by the Parties for a specific provision of Services.
1.6 Contract: The set of documents binding the Parties in relation to a specific provision of Services, necessarily including:
1.6.1 These General Conditions.
1.6.2 The Specific Conditions agreed between the Parties.
1.6.3 The Annexes to the General Conditions and the Specific Conditions.
Any terms or conditions other than those established in the General Conditions or the Specific Conditions shall not apply to the provision of the Services.
1.7 Personal Data: Any information relating to identified or identifiable natural persons.
1.8 Technical Specifications: Technical and scientific criteria used by Halal Safety Certification in the provision of the Services.
1.9 Non-Conformity: Situations identified in the Client’s products, procedures or internal processes and facilities that demonstrate non-conformity or non-compliance with the quality standards required according to Halal Safety Certification criteria. Where such criteria are linked to or coincide with mandatory legal standards, this circumstance may be specified in the Specific Conditions document.
Where applicable, Non-Conformities shall be classified by the Client’s work areas and, within each area, according to the following criteria:
1.9.1 Cleaning (L).
1.9.2 Maintenance (M).
1.9.3 Hazard Analysis and Critical Control Points (HACCP).
1.9.4 Good Manufacturing Practices (GMP).
1.9.5 Halal Risk (H).
1.10 Confidential Information: Any verbal or written information, in any format, known by one Party or its advisors or employees regarding the other Party in connection with the negotiation and execution of the Contract or prior dealings thereto, as well as any analysis, compilation, study or document prepared from or containing such information.
The following shall not be considered Confidential Information:
i. Information that at the time of disclosure or thereafter becomes publicly available, except as a result of a disclosure breaching the Contract or any confidentiality obligation binding the Parties;
ii. Information demonstrably known beforehand through legitimate sources other than the other Party; or
iii. Information mutually agreed in writing by the Parties not to be confidential.
1.11 Report: Written or oral communication through which Halal Safety Certification informs the Client of the results of inspections and control activities carried out, identifying the Non-Conformities found in the Client’s products, procedures or internal processes and facilities, as well as the results of any studies and analyses conducted on Product Samples.
The Specific Conditions shall determine whether Reports are written or oral, or whether either format may be used at the discretion of Halal Safety Certification or by mutual agreement with the Client.
1.12 General Contracting Conditions Act: Spanish Law 7/1998 of April 13 on General Contracting Conditions.
1.13 Data Protection Act (LOPD): Organic Law on Personal Data Protection.
1.14 Corrective Measure: Actions and measures requested by Halal Safety Certification from the Client in order to correct Non-Conformities and ensure compliance of the Client’s products, procedures or internal processes and facilities with Halal or Safety quality standards.
1.15 IT Systems: Hardware and software elements used for the storage, processing and communication of digitized information, regardless of whether hosted on physical or virtual systems owned by the Parties or third parties.
1.16 Product Sample: Product or part of a product belonging to the Client and taken by Halal Safety Certification for analysis and study.
1.17 Parties: Halal Safety Certification and the Client. Individually referred to as a “Party.”
1.18 Halal Safety Certification: HALAL SAFETY CERTIFICATION, S.L., a Spanish company with registered office at Calle Mayor 55, Polígono Industrial Camposol, Phase II, 30.012 Murcia, Spain, VAT No. B-73.953.549.
Halal Safety Certification is a company dedicated to providing Halal certification audit services to businesses requiring the implementation and monitoring of control systems ensuring compliance with Halal requirements, public health and safety, and food hygiene standards, supported by a multidisciplinary team. It may also provide training services in Halal food handling.
Halal Safety Certification applies recognized standards based on international regulations such as GSO 2055-2:2021 and UAE.S 2055-2:2016. Halal Safety Certification shall not be liable for the cancellation or suspension of its accreditations or the suspension of any accreditation scope and any consequences this may have for the Client in target markets for certified products.
1.19 RD 1720/2007: Royal Decree 1720/2007 of December 21 approving the regulations implementing Organic Law 15/1999 on Personal Data Protection.
1.20 Services: For the purposes of the Contract, the services specified by the Parties in the relevant Specific Conditions document.
1.21 The provision of Services by Halal Safety Certification to the Client shall be governed by the terms and conditions of the Contract.
1.22 In the event of contradiction between the General Conditions and the Specific Conditions, the latter shall prevail.
1.23 Pursuant to Article 5 of the General Contracting Conditions Act, once accepted and signed by the Client, the General Conditions shall form an integral part of the Contract for all purposes.
1.24 The declaration by any judicial or administrative authority that one or more clauses of the Contract are illegal, null, invalid or unenforceable shall not affect the legality, validity or enforceability of the remaining clauses, provided the affected clauses are not essential. Such clauses shall be deemed removed or inapplicable, and the Parties shall negotiate in good faith their replacement and measures most closely aligned with their intended purpose.
1.25 Halal Safety Certification reserves the right to amend these General Conditions, in which case it shall send the Client a copy of the amended General Conditions at least five (5) days before the amendments take effect.
If the Client does not communicate opposition to the amendments before their effective date, the Client shall remain subject to them under the same terms applicable before the amendments.
Should the Client oppose the amendments, Halal Safety Certification may terminate the Contract without penalty or liability.
1.26 The Client expressly declares knowledge, understanding, acceptance and execution of the General Conditions, Specific Conditions and all annexes thereto in their entirety and scope.
2. SERVICES
2.1 The specific Services to be provided by Halal Safety Certification to the Client shall be determined in the Specific Conditions document and may include, without limitation:
2.1.1 Examination and review of the Client’s Halal management system and Halal control points.
2.1.2 Examination and review of the Client’s Hazard Analysis and Critical Control Point (HACCP) system.
2.1.3 Verification of the Client’s compliance with Halal and hygienic-sanitary requirements at its facilities according to technical-sanitary and religious regulations and Halal Safety Certification technical criteria communicated to the Client.
2.1.4 Verification of compliance with the following Halal requirements:
(i) Animal slaughter according to Islamic Law and UAE.S 993:2022/UAE.S/GSO 993:2015.
(ii) Absence of products, additives and ingredients not considered Halal according to Islamic Law and Annex 1 of UAE.S/GSO 2055-1:2016.
(iii) Measures preventing contamination of Halal products with non-Halal products, additives or ingredients.
(iv) Microbiology, production of food/feed additives, vitamins, minerals, cultures, flavorings, enzymes, processing aids, pesticides, medicines, fertilizers, cleaning agents, cosmetics, textiles and leather products according to Islamic Law and UAE.S 2055-4:2014/GSO 2055-4:2021.
2.1.5 Verification of hygiene prerequisite programs for food handling establishments, packaging materials, cosmetic production or equivalent:
(i) Food handler training plan.
(ii) Maintenance plan.
(iii) Cleaning, disinfection and waste management plan.
(iv) Pest control plan.
(v) Water control plan.
(vi) Supplier control plan.
(vii) Traceability control plan.
(viii) Allergen control plan.
(ix) HACCP plan.
2.1.6 Collection and analysis of Product Samples to verify Halal status and sanitary suitability.
2.1.7 The CLIENT shall comply with the following certification requirements:
(i) Maintain compliance with certification requirements at all times.
(ii) Ensure certified products continue to meet applicable requirements.
(iii) Facilitate audits, surveillance and complaint investigations.
(iv) Make certification-related statements consistent with certification scope.
(v) Avoid misuse of certification that could discredit the certification body.
(vi) Cease use of certification materials upon suspension or withdrawal.
(vii) Reproduce certification documents in full when shared with third parties.
(viii) Comply with certification body requirements in advertising and media references.
(ix) Comply with requirements regarding conformity marks.
(x) The Client shall maintain a record of all complaints made known to it relating to compliance with certification requirements and shall make such records available to the certification body upon request, and shall:
• take appropriate action with respect to such complaints and any deficiencies found in products that affect compliance with certification requirements;
• document the actions taken;
(xi) The Client shall inform the certification body, without delay, of any changes that may affect its ability to comply with certification requirements.
2.1.8 [Other]
3. PROVISION OF THE SERVICES
3.1
Halal Safety Certification undertakes to provide the Client with the Services specified in the Particular Conditions document, in the most efficient manner possible, seeking to optimally organize its material and human resources in order to ensure an adequate level of quality of the Services. For this purpose, it undertakes to appoint highly qualified personnel, with sufficient and appropriate experience and in adequate numbers, allocating the material resources necessary for the provision of the Services.
3.2
Halal Safety Certification shall provide the Services, regardless of the place where they are rendered, independently and autonomously from the Client, using its own personnel and materials, without prejudice to the collaboration required from the Client under clauses 3.4 and 3.10 below.
3.3
The personnel assigned by Halal Safety Certification for the provision of the Services shall be employed by Halal Safety Certification, which shall fully assume their management, coordination and organization (social security registration, payment of salaries, social security contributions, training, etc.), and the Client shall remain uninvolved in any disputes between Halal Safety Certification and its employees.
3.4
For its part, the Client shall make available to Halal Safety Certification, upon request, all information, documentation and assistance necessary for the provision of the Services, cooperating with Halal Safety Certification to the extent required by it. In particular, the Client shall:
3.4.1
Provide access to its facilities under the terms set forth in clause 7 below.
3.4.2
Allow Product Samples to be taken under the terms set forth in clause 10 below.
3.4.3
Allow review of its facilities, procedures or internal processes under the terms set forth in clause 9 below.
3.4.4
Carry out any other tasks necessary for the provision of the Services, without imposing unjustified obstacles or impediments on Halal Safety Certification.
3.5
The Client is fully responsible for the information and documentation made available or delivered to Halal Safety Certification and expressly guarantees its truthfulness, accuracy and validity. Consequently, the Client shall be liable for any damages or losses, material or personal, caused to Halal Safety Certification as a consequence of the untruthfulness, inaccuracy or invalidity of such information and documentation, undertaking to indemnify Halal Safety Certification against any compensation it may be required to pay for such reasons.
3.6
The provision of the Services shall be directed and coordinated by the employee(s) of Halal Safety Certification indicated in the Particular Conditions, or among the personnel employed by Halal Safety Certification at any given time, provided they meet the necessary conditions for the provision of the Services in accordance with the Agreement.
3.7
The Client undertakes to provide the necessary valid representatives during the audit at its facilities for the proper execution of the audit.
3.8
Audit days and the prices associated with audits are determined based on the information provided by the Client in its “certification application”; therefore, they may be modified if the data provided changes. The duration and prices of surveillance audits may also be modified due to changes in the scope and/or number of employees of the certified organization, as well as modifications to the requirements of the relevant accreditation body.
3.9
Halal Safety Certification shall inform the Client of the audit schedule and duration by means of the Audit Plan, which shall be sent sufficiently in advance so that the Client may organize its activity accordingly.
3.10
In order to ensure the proper provision of the Services, Halal Safety Certification and the Client mutually undertake to provide all necessary assistance and cooperation, as well as to exchange any documents and information required at any given time. Likewise, both Parties undertake to act in good faith and to respect the professional secrecy and confidentiality obligations incumbent upon them.
4. TECHNICAL SPECIFICATIONS OF THE SERVICES
4.1
In addition to the provisions of the Agreement, the Technical Specifications of Halal Safety Certification shall apply, which the Client may request at any time.
5. REPORT AND CERTIFICATE
5.1
The certificate issued by Halal Safety Certification and delivered to the Client at the end of a certification process shall be considered a certification of conformity based on Halal Safety Certification’s own standards.
5.2
The delivery of certificates by Halal Safety Certification to the Client shall be conditional upon effective payment of all invoices issued by Halal Safety Certification, regardless of their due dates.
5.3
For these purposes, the following shall be understood to be included within the content of the Report:
5.3.1
Products examined included within the scope of certification.
5.3.2
Procedures or internal processes and facilities examined within the scope of certification at a time other than their review. In this regard, the Report constitutes evidence and establishes the presumption that the procedures or internal processes and facilities examined remain at all times in the same condition as when they were examined.
5.3.3
Procedures or internal processes and facilities not examined and not included within the determined scope of certification are excluded.
5.4
If the Client provides copies of the certificate to third parties, the certificate shall be provided in full, without omissions and without translation into other languages without the consent of Halal Safety Certification.
5.5
Accordingly, any liabilities arising from non-conformity or non-compliance by the Client’s products, procedures or internal processes and facilities with national or international, public or private standards shall be borne by the Client. Likewise, the Client shall be solely responsible for any personal or material damages caused to third parties arising from the Client’s products, procedures or internal processes and facilities.
5.6
The Client shall also be solely responsible for requesting and obtaining any permits, legalizations, authorizations, licenses and any other documents necessary for the conduct of its business activity.
5.7
The Client undertakes not to require Halal Safety Certification to provide information other than or in addition to that included in the verbal or written Report communicated by Halal Safety Certification.
5.8
Halal Safety Certification undertakes to provide the Client with any necessary clarifications regarding the content of the communicated Report, provided such doubts are reasonable and can be answered by Halal Safety Certification taking into account the actions carried out in the provision of the Services.
5.9
In any event, Halal Safety Certification shall not be liable for the Client’s conformity or non-conformity with the content of the communicated Report or with the conclusions contained therein.
5.10
Halal Safety Certification shall not be liable for any actions or omissions of third parties, including but not limited to refusal to contract or termination of contracts, motivated by the content or conclusions of the Report(s) communicated to the Client.
5.11
The Client undertakes to hold Halal Safety Certification harmless from any claims arising as a consequence of actions or omissions, including but not limited to refusal to contract or termination of contracts, carried out by the Client based on the content or conclusions of the Report(s) communicated by Halal Safety Certification.
6. FINANCIAL CONDITIONS
6.1
The price to be paid by the Client to Halal Safety Certification for the provision of the Services shall be specified in the Particular Conditions.
6.2
All payments under the Agreement shall be made in full and without reduction by way of set-off or counterclaim, except for deductions or withholdings required by law.
6.3
Payment by the Client of the amounts due to Halal Safety Certification under the Agreement shall constitute acknowledgment of satisfaction with the Services provided.
6.4
If the Client requests Halal Safety Certification to provide services other than those contemplated in the Particular Conditions but directly or indirectly related thereto or naturally resulting therefrom, the Parties shall agree on the price of such new services prior to their provision by Halal Safety Certification, and the remaining provisions of the Agreement shall apply thereto.
6.5
If the Client requests Halal Safety Certification to provide services other than those contemplated in the Particular Conditions and clause 6.4 above, the Parties shall execute a new Agreement.
6.6
The price shall be paid by the Client to Halal Safety Certification by bank transfer to the bank account provided by Halal Safety Certification, initially established as follows:
ES03 0081 1124 3900 0129 4737
Halal Safety Certification shall issue and deliver the corresponding invoice to the Client, who shall comply with the payment method established in the Particular Conditions. The invoice shall indicate the information relating to the Agreement.
6.7
If any amounts due under the Agreement remain unpaid on the due date, interest shall automatically accrue thereon from the due date until the date of payment, without the need for prior demand or notice by the creditor Party. The applicable annual interest rate shall be equal to the statutory legal interest rate.
7. ACCESS TO THE CLIENT’S FACILITIES
7.1
Whenever necessary or indicated in the Agreement, Halal Safety Certification shall have access to the Client’s facilities in order to enable the proper provision of the Services. For these purposes, the Client shall allow Halal Safety Certification access to its facilities.
7.2
The Client’s refusal to allow Halal Safety Certification access to its facilities, and the resulting impossibility or difficulty in the provision of the Services, shall not imply any reduction in the Agreement price, and any consequences arising from such refusal shall be borne exclusively by the Client.
7.3
Halal Safety Certification shall notify the Client at least five (5) days prior to the planned access date for the certification audit, indicating the expected duration of the stay at the Client’s facilities, as well as the tasks to be carried out and the persons who will perform them and therefore access the Client’s facilities.
7.4
The surveillance actions to be carried out by Halal Safety Certification, when stated in the Particular Conditions and at the frequencies detailed therein, may be performed without prior notice to the Client.
7.5
Halal Safety Certification personnel shall at all times be accompanied by the persons designated by the Client for such purposes.
7.6
Within the Client’s facilities, and notwithstanding that the management of its personnel corresponds to Halal Safety Certification under the terms provided in Clause 3 above, Halal Safety Certification personnel must comply with the Client’s internal organizational and operational rules, carrying out their work in such a manner that, as far as possible, the Client’s production processes are not interrupted or adversely affected.
In this regard, the Client shall adequately inform Halal Safety Certification and its personnel who are to access its facilities, prior to such access and at least five (5) days before the planned access date, of the aforementioned internal organizational and operational rules, as well as the precautions to be adopted by Halal Safety Certification and its personnel, guaranteeing their safety throughout their stay at the Client’s facilities and being responsible for the necessary safety measures for these purposes.
7.7
Halal Safety Certification ensures strict compliance with Occupational Health and Safety regulations and respect for the safety of all its auditors in the performance of their duties. The contracting organization is required to provide, sufficiently in advance of the audit, the rules to be followed and information regarding the risks associated with the activities to be carried out by the audit team, as well as the Personal Protective Equipment (PPE) to be used.
Likewise, it is necessary to inform the audit team of the rules and guidelines to be followed in the event of an emergency situation. The audit team undertakes to strictly observe the information and instructions provided, as well as the proper use of the PPE required in the performance of their work.
7.8
Once the accesses deemed necessary by the Parties have been carried out and, in any event, those expressly provided for in the Particular Conditions, the corresponding Report shall be communicated to the Client, containing the results of the audit, study, and analysis conducted, including any Incidents identified.
8. ACCESS TO COMPUTER SYSTEMS
8.1
The Client shall allow Halal Safety Certification access to its Computer Systems whenever such access is justified for the purposes of the Agreement and the proper provision of the Services.
9. REVIEW OF PROCEDURES, PROCESSES, AND FACILITIES
9.1
Whenever Halal Safety Certification must review the Client’s facilities, the Client shall be provided with an audit plan at least one (1) week in advance, including information regarding the standard(s) governing the process, the audit team (and any observers), and the schedule of activities to be carried out. The Client may suggest modifications thereto and object to any member of the team, providing reasonable grounds for considering their replacement.
9.2
Whenever Halal Safety Certification must review the Client’s facilities or internal procedures or processes of any kind, regardless of the rank or number of employees involved and irrespective of whether such procedures or processes are effectively performed by third parties subcontracted by the Client, the Client shall inform Halal Safety Certification and its personnel, at least five (5) days prior to the planned review date, of the precautions to be adopted by Halal Safety Certification and its personnel, guaranteeing their safety throughout the review process at the Client’s facilities and being responsible for the necessary safety measures for these purposes.
9.3
In this regard, the Client shall be liable for any material or personal damages suffered by Halal Safety Certification personnel as a consequence of or arising from their access to and stay at the Client’s facilities.
9.4
The Client accepts that personnel belonging to an accreditation body auditing Halal Safety Certification as part of its accreditation process as a Halal Certification Body, or as part of its annual surveillance processes, may access the Client’s facilities. The above provisions shall apply equally to such personnel.
10. SAMPLING
10.1
Whenever the provision of the Services requires the taking of Product Samples from the Client, the Client shall comply with Halal Safety Certification’s requests in this regard and facilitate the taking of the Product Samples requested.
10.2
The Product Samples shall be sent by Halal Safety Certification to a laboratory of recognized technical solvency, where they shall be examined by the laboratory personnel assigned thereto. The Product Samples shall be coded so that the laboratory personnel shall not know their origin, thus ensuring the necessary confidentiality in this respect.
10.3
During the transfer of the Product Samples from the Client’s facilities to the laboratory, the necessary safety and preservation measures shall be observed to ensure their proper handling. If a Product Sample obtained from the Client is lost or damaged for any reason, rendering it unusable for analysis, Halal Safety Certification may request another sample from the Client, and the Client shall facilitate the taking thereof.
10.4
The characteristics and parameters defined in the Particular Conditions document shall be analyzed and studied for each Product Sample.
10.5
The results of the analyses carried out on the Product Samples shall be included in the Reports communicated to the Client. Such results shall refer exclusively to the Product Samples examined and may not be extended to the Client’s remaining products, even if they are of the same species and type as the Product Samples examined. In this regard, the Report shall not constitute evidence nor establish the presumption that unexamined products, even if they are of the same species and type as the examined Product Samples, have the same characteristics attributed in the Report to the latter, without prejudice to any conclusions that may be drawn if the examined Product Sample is considered representative.
11. TRAINING IN HALAL FOOD HANDLING
11.1
Halal Safety Certification may provide training courses to the Client’s employees regarding the proper practices for the preparation or handling of Halal food that such employees must observe in the performance of their duties. However, Halal Safety Certification shall not guarantee that employees adapt their behavior and actions to the training received, nor shall it be liable for improper or incorrect practices that compromise the Halal condition of the food handled by employees of the Client who attended the training courses and obtained the certificate evidencing completion of such training.
12. INSURANCE
12.1
The Client shall be solely and exclusively liable for any and all damages, whether direct or indirect, personal or material, caused to the property or equipment of Halal Safety Certification or third parties and/or to the employees of Halal Safety Certification or third parties, as a consequence of actions and/or omissions by the Client or its employees or contractors that directly or indirectly affect the provision of the Services.
12.2
In any event, the Client shall hold Halal Safety Certification harmless from any claims filed against it relating to the damages referred to in Clause 12.1 above.
12.3
The Client shall subscribe to and/or maintain in force throughout the duration of the Agreement:
12.3.1
General liability insurance covering the damages referred to in Clause 12.1 above.
12.3.2
Employer’s liability insurance covering accidents involving its own personnel and those of contractors or subcontractors.
12.3.3
Any other mandatory insurance required by law or collective bargaining agreement.
12.4
All insurance policies referred to in Clauses 12.3.1, 12.3.2, and 12.3.3 (hereinafter, the “Contracted Insurance Policies”) shall be taken out with insurers of recognized solvency.
12.5
The Contracted Insurance Policies shall cover claims arising from events occurring during the term of the Agreement and filed within five (5) years following its termination.
12.6
The Client shall provide Halal Safety Certification, upon request, with a copy of the Contracted Insurance Policies, as well as a certificate issued by the insurer for each policy, stating the validity period, coverages, limits and, where applicable, sub-limits, as well as confirmation that the premium payments are up to date.
12.7
The Client shall inform Halal Safety Certification of any incident affecting the validity or conditions of the Contracted Insurance Policies and shall take the necessary actions to resolve such incidents as soon as possible. The Client shall be liable for any damages caused to Halal Safety Certification as a consequence of such incidents.
12.8
Any difference between the total amount of compensation payable for the concepts referred to in Clause 12.1 above and the amounts paid by the insurers under the Contracted Insurance Policies, whether due to deductibles, lack of coverage, or any other reason, shall be borne by the Client.
12.9
The coverage limits of the Contracted Insurance Policies shall not be lower than the amounts, if any, indicated in the Particular Conditions. Failing that, they shall not be lower than the amounts reasonably required by Halal Safety Certification according to the specific circumstances of the provision of the Services, and in any event shall constitute the minimum applicable coverage under general and employer’s liability insurance.
12.10
The Contracted Insurance Policies shall operate as primary policies and always on a first-loss basis with respect to any other policies that may apply.
12.11
The Client may not rely on the Contracted Insurance Policies as grounds for exemption from its liabilities under the Agreement on the basis that provisions in such policies exclude coverage thereof.
13. ASSIGNMENT AND SUBCONTRACTING
13.1 The Agreement is personal between the Parties and neither Party may assign the rights and obligations arising therefrom without the prior, express and written consent of the other Party.
13.2 Notwithstanding the provisions of clause 13.1 above, Halal Safety Certification may contract and subcontract all or part of the Services to a third party, regardless of the specific tasks contracted or subcontracted and the place where the Services are provided.
14. INTELLECTUAL AND INDUSTRIAL PROPERTY
14.1 The intellectual and industrial property rights owned by each Party prior to the entry into force of the Agreement or acquired thereafter shall remain the exclusive property of the respective Party, and the development and execution of the Agreement shall not imply, either explicitly or implicitly, the assignment to the other Party of any such intellectual or industrial property rights.
15. NON-EXCLUSIVITY
15.1 The Client acknowledges and accepts that Halal Safety Certification provides the Services on a non-exclusive basis.
16. SUSPENSION OR CANCELLATION
16.1 In the event of (i) impossibility or extraordinary physical, legal or economic difficulty in providing the Services, (ii) breach of the Agreement by the Client, or (iii) occurrence of a Force Majeure Event, Halal Safety Certification may suspend or cancel, in whole or in part, the provision of the Services by notifying the Client accordingly, indicating the specific cause and reasons for such suspension. The suspension shall become effective from the date of notification to the Client.
16.2 If the suspension or cancellation is due to the Client’s breach of any of its obligations under the Agreement, or to any other cause attributable to the Client, Halal Safety Certification may claim compensation from the Client for any damages suffered as a consequence of the suspension.
16.3 If the suspension or cancellation is due to a Force Majeure Event or any other cause not attributable to the Client, neither Party may claim compensation from the other for any damages resulting from such suspension.
16.4 In the event that, pursuant to the Specific Conditions, the provision of the Services requires Halal Safety Certification to carry out actions distributed over a prolonged period of time, and the suspension exceeds one (1) month, the Parties shall meet as soon as possible in order to agree on the actions necessary, where appropriate, to resume the provision of the Services.
16.5 Halal Safety Certification shall notify the Client of the resumption of the Services so that the Client may carry out the actions necessary for the proper provision thereof.
16.6 If the certificate is suspended, the Client shall cease using the Halal Safety Certification trademark and seal in all media where they are being used until Halal Safety Certification grants permission again for their use.
16.7 If the certificate is cancelled, the Client shall cease using the Halal Safety Certification trademark and seal in all media where they are being used and shall return the certificates received until Halal Safety Certification carries out the audit process again from the beginning and a new certificate is issued.
18. TERMINATION
18.1 The following shall constitute grounds for termination of the Agreement, without prejudice to any others established by law:
18.1.1 Mutual agreement of the Parties;
18.1.2 Dissolution of the legal entity or cessation of activity of either Party; or
18.1.3 Persistence of a Force Majeure Event for a period exceeding two (2) months. In such case, either Party may terminate the Agreement without any obligation to compensate the other Party for any reason whatsoever.
18.1.4 Breach of contractual obligations by either Party, unless, after due notice of such breach by the other Party, the breaching Party remedies the breach within a period not exceeding twenty (20) days, without prejudice to the provisions of clause 18.3 below.
18.2 If the Agreement is terminated due to the Client’s breach of any of the obligations assumed therein, Halal Safety Certification shall be indemnified by the Client, as a penalty clause and without prejudice to any further damages that may apply, through payment by the Client to Halal Safety Certification of an amount equivalent to the price of the Services as determined in the Specific Conditions.
The amount payable by the Client to Halal Safety Certification pursuant to this clause shall be paid by bank transfer to the account referred to in clause 6.6 of these General Conditions within five (5) business days following notification by Halal Safety Certification to the Client of the termination of the Agreement.
18.3 The Parties shall not be liable for the breach of any obligations established in the Agreement if such breach is due to a Force Majeure Event. The Parties expressly agree that the Party affected by a Force Majeure Event shall not be liable for personal injury or material damages arising from such situation, provided that the affected Party notifies the other Party in writing immediately after the occurrence of the relevant event.
18.4 Upon termination of the Agreement for any reason whatsoever, all rights and obligations arising prior to such termination shall be settled and fulfilled by both Parties, without prejudice to any rights and obligations resulting from such termination in accordance with the law or the provisions of the Agreement.
19. PERSONAL DATA PROTECTION
19.1 The Parties expressly acknowledge that, by virtue of the relationships arising from or connected with the Agreement, they may need to process Personal Data originating from files under the responsibility of the other Party.
19.2 In this regard, the Parties undertake to treat as confidential any Personal Data provided by the other Party or to which they may have direct or indirect access as a result of the development and execution of the Agreement or the preliminary dealings related thereto. In this sense, the Parties undertake to comply at all times with the provisions contained in the Spanish Data Protection Act (LOPD), Royal Decree 1720/2007, and any other regulations in force or that may be enacted in the future regarding this matter.
19.3 In particular, and for the purposes of Article 12 of the LOPD, each Party shall be considered, for all purposes, as the data processor of the Personal Data owned by the other Party to which it has access or which is provided under this Agreement. Consequently, the transfer of Personal Data carried out by one Party in favor of the other Party, or to which one Party gains direct or indirect access, shall in no case be considered a communication of Personal Data within the meaning of Article 11 of the LOPD.
19.4 The Parties shall be responsible for ensuring compliance with the obligations established in this Clause by their personnel and advisors, where applicable.
19.5 The Parties undertake not to apply or use the Personal Data for purposes other than the provision of the Services, nor to disclose such data, even for storage purposes, to third parties. In the event that either Party needs to subcontract part of the provision of the Services to a third party, and such subcontracting entails the processing of Personal Data by said third party, the relevant Party shall act in the name and on behalf of the other Party, for which express authorization must be granted by the latter.
19.6 The Parties declare that they have implemented the necessary technical and organizational measures to guarantee the security of Personal Data, preventing its alteration, loss, unauthorized processing and/or access, taking into account the nature of the Personal Data processed and the risks to which such data may be exposed, all in accordance with the provisions of the applicable data protection regulations.
19.7 Once the provision of the Services has ended, the Personal Data originating from the other Party must be destroyed or returned thereto, regardless of the medium or document in which they are contained. The destruction of Personal Data shall not proceed when there is a legal provision requiring its retention, in which case the data shall be returned while guaranteeing its preservation by the data controller.
19.8 Each Party undertakes to indemnify and hold harmless the other Party against any damages, losses, expenses and/or sanctions that may arise as a consequence of the breach or non-compliance by the other Party with its obligations under the applicable personal data protection regulations in connection with this Agreement, unless such breach originates from or is a consequence of a prior breach by the other Party.
20. CONFIDENTIALITY
20.1 The Parties shall maintain due secrecy regarding the Confidential Information under the terms established in this clause.
20.2 In this regard, the Parties undertake not to use the Confidential Information for any purpose other than the execution and development of the Agreement and, in particular, undertake to:
20.2.1 Not disclose the Confidential Information to any third party, except when required by a court or administrative authority, and provided that failure to comply with such requirement could result in sanctions of any kind.
20.2.2 Restrict access to the Confidential Information to those employees, collaborators or external advisors who may reasonably require access thereto during the execution and development of the Agreement, informing them of the restrictions applicable thereto.
20.3 Each Party assumes full responsibility towards the other Party for ensuring that its employees, collaborators or external advisors fully comply with the obligations established in this Clause and the remainder of the Agreement.
20.4 Upon prior request by the Party affected by the Confidential Information, the other Party undertakes to immediately return all Confidential Information or, insofar as technically possible, immediately destroy all documentation (in any format) received or prepared in connection with the Confidential Information and which totally or partially reflects it.
20.5 The confidentiality obligation established in this clause shall remain applicable even in the event of termination of the Agreement, for a period of two (2) years from the effective date of termination.
21. TERM
21.1 This Agreement shall enter into force on the date of its execution and shall remain in effect for the duration established in the Specific Conditions.
22. MISCELLANEOUS
22.1 Entire Agreement. This Agreement replaces and supersedes all prior agreements or arrangements, whether written or oral, entered into between the Parties with the same subject matter prior to the execution of this Agreement, which shall cease to be valid and effective from the moment of execution hereof.
22.2 Amendments. Any amendment to the Agreement that is not made in writing and executed by the Parties in the same manner as this Agreement shall be null and void.
22.3 No Waiver.
22.3.1 The waiver by either Party to require compliance with any of the obligations established in the Agreement or to exercise any rights or remedies granted thereto under the Agreement:
(i) shall not release the other Party from full compliance with the remaining obligations contained herein; and
(ii) shall not be construed as a waiver of the right to require future compliance with any obligation or to exercise any rights or remedies provided for in the Agreement.
22.3.2 Any waiver, extension or relinquishment of any rights contemplated in the Agreement, or part thereof:
(i) shall only be binding if made in writing;
(ii) may be subject to the conditions deemed appropriate by the Party granting such waiver, extension or relinquishment;
(iii) shall be limited to the specific case in which it occurred; and
(iv) shall not affect the enforceability in other cases of the affected right or the enforceability of any other rights existing between the Parties.
22.4 Notices. Unless otherwise established in the Specific Conditions, any notices and communications required between the Parties in connection with the Agreement shall be deemed made on the date of dispatch and must be addressed to the persons and addresses indicated in the Specific Conditions, in writing and by any means that allows proof of dispatch, content and receipt. Email shall be deemed a valid means for such purposes.
22.5 Changes by the Client. The certified Client shall inform Halal Safety Certification, without delay, of matters that may affect the capability of the management system or products to continue fulfilling the requirements of the standard used for certification. In this way, Halal Safety Certification may implement the necessary measures to verify compliance (assessment, review, decision, surveillance measures and modification of the certificate where appropriate, whether to extend or reduce scope). These include, for example, changes related to:
(i) legal, commercial, organizational status or ownership;
(ii) organization and management (for example, key managerial, decision-making or technical personnel);
(iii) contact address and production sites;
(iv) scope of operations under the certified management system; major changes in management;
(v) changes affecting any certified products.
22.6 Complaints and Claims. Halal Safety Certification has a complaints and claims handling process that the Client may initiate if desired. If initiated, the Client shall cooperate with Halal Safety Certification in the investigation thereof.
22.7 Complaints and Claims Regarding Certified Products. The Client shall keep a record of all complaints made regarding certified products in relation to compliance with certification requirements and shall make such records available to Halal Safety Certification upon request, and:
22.7.1 Shall take appropriate action with respect to such complaints and any deficiencies found in the products that affect compliance with certification requirements;
22.7.2 Shall document the actions taken.
22.8 Expenses and Taxes.
22.8.1 Each Party shall bear the costs incurred in connection with the preparation, negotiation and execution of the Agreement.
22.8.2 Taxes levied on the transactions contemplated in the Agreement shall be borne by the Parties in accordance with the law.
22.9 Governing Law. The Agreement shall be governed by Spanish common law.
22.10 Jurisdiction. The Parties, expressly waiving their own jurisdiction, submit any dispute or litigation arising from the interpretation or execution of this Agreement, including those relating to non-contractual obligations arising from or connected thereto, to the courts and tribunals of the city of Murcia.