Policy
Terms, Conditions, & Disclaimers (Summary and Addendums)
TCD-1: Our Client/Customer Philosophy
TCD-1 a). We seek to provide valued Services to Clients who are interested in (value) "even-handed relationships" with their Key Suppliers as us — who led by Management who are innovative, success-oriented, and fair-minded and who wish to share mutual success with us — we look for goodly potential of increased business volume, financial value and potential for mutual profit/benefit — whether in Startup, Small, Mid-sized, or Fortune XYZ companies.
TCD-1 b). WMPSS Inc. operates successfully in lawful business pursuits only — and who then engage us for Service for their timely remuneration to us at Market competitive rates and value; in defined manner as described via our website www.waltmedicalps.com (for Fields, Product Types, Services, Products, Capabilities, Approach, Experiences and via Business Models, etc. – i.e. “our Business” or “Business”), AND by our Policies www.waltmedicalps.com/policies (“WMPSS Policies” or “Policies”) which are in full force and effect unless separate Instrument is duly executed. WMPSS Inc. similarly provides valuable Products (i.e. "Goods", which are Custom or Standardized, physical Products to valued "Customers".
TCD-1 c). In the above, Walt Medical exchanges limited, critical information ("Information") with Intended Recipient(s)/Addressee(s), before, during, and sometimes after "Engagements" (via one of our business Models), typically via email, though for binding effect, ALWAYS in writing.
TCD-1 d). We work to mutually agreed work efforts, appropriate for the Business Model employed (Consulting, Contracting, Staffing — e.g. in Contracting, to mutually agreed on Requirements, for mutually agreed on, defined Deliverables (for "Acceptance"). Whether for purchased Services or Goods, our Customers are the focus of our labors. For Service Clients, — often tirelessly, hopefully in a long-term, mutually beneficial and successful business relationship. For Product Customers, hopefully you receive you repeat purchases, over the long-term.
Your success - is our success! We work to achieve a long-term business relationships with our Clients and Customers, and their many purchases over the years of our Professional Services & Products!
TCD-2: Term Sheets of our Policies
TCD-1: Our Client/Customer Philosophy
TCD-1 a). We seek to provide valued Services to Clients who are interested in (value) "even-handed relationships" with their Key Suppliers as us — who led by Management who are innovative, success-oriented, and fair-minded and who wish to share mutual success with us — we look for goodly potential of increased business volume, financial value and potential for mutual profit/benefit — whether in Startup, Small, Mid-sized, or Fortune XYZ companies.
TCD-1 b). WMPSS Inc. operates successfully in lawful business pursuits only — and who then engage us for Service for their timely remuneration to us at Market competitive rates and value; in defined manner as described via our website www.waltmedicalps.com (for Fields, Product Types, Services, Products, Capabilities, Approach, Experiences and via Business Models, etc. – i.e. “our Business” or “Business”), AND by our Policies www.waltmedicalps.com/policies (“WMPSS Policies” or “Policies”) which are in full force and effect unless separate Instrument is duly executed. WMPSS Inc. similarly provides valuable Products (i.e. "Goods", which are Custom or Standardized, physical Products to valued "Customers".
TCD-1 c). In the above, Walt Medical exchanges limited, critical information ("Information") with Intended Recipient(s)/Addressee(s), before, during, and sometimes after "Engagements" (via one of our business Models), typically via email, though for binding effect, ALWAYS in writing.
TCD-1 d). We work to mutually agreed work efforts, appropriate for the Business Model employed (Consulting, Contracting, Staffing — e.g. in Contracting, to mutually agreed on Requirements, for mutually agreed on, defined Deliverables (for "Acceptance"). Whether for purchased Services or Goods, our Customers are the focus of our labors. For Service Clients, — often tirelessly, hopefully in a long-term, mutually beneficial and successful business relationship. For Product Customers, hopefully you receive you repeat purchases, over the long-term.
Your success - is our success! We work to achieve a long-term business relationships with our Clients and Customers, and their many purchases over the years of our Professional Services & Products!
The following links are available to provide ready (24/7) access, via a secure access code, to our Duly vetted Clients/Customers are also typically provided such access, at an appropriate, mutually agreeable time in the "pre-engagement/purchase" process.
TCD-2 a): STANDARD SERVICES Terms & Conditions.
The following is a concise compendium of our Policies regarding our Terms, Conditions and Disclaimers that apply to ALL our Service Engagements, whether Consulting, Contracting or Staffing.— such "Term Sheet" is executed in its entirety with each new Client PRIOR to ENTERING, or then Starting or Executing thereby and thereunder ("the Engagement").
TCD-2 a) 1)Agreements only by Binding Authorities, No Verbal Contracts, no Electronic Signatures. All Agreements between WMPSS and any Client/Prospect (Service) or Customer ("Product(s)/Goods" Purchase), shall be by a Binding Authority only of each Party(s) to the Agreement. Such Agreement (Service or Purchase Agreement) shall be in writing only, and duly executed as stated. All Parties agree NO Verbal (Oral) Agreements shall be made (or attempted), any time, any place, and in all cases, are NOT the obligation of any Party. An Email or any other such "communication", though written, MAY NOT ACT TO BIND the Parites (i.e. may not CREATE an Engagement. WMPSS written Quotation must have been issued, AND, WITHIN TEN (10) DAYS MAXIMUM, the duly stated FUNDS shall be provided, at a minimum, though EXECUTION of said Quotation is highly preferred (provision of Quoted Funds as stated enacts the Engagement as Quoted/stated, and the Agreement is then assumed executed in duplicate Original.
TCD-2 a) 2)Each Quote (or Statement of Work (SOW) shall be NUMBERED (Quotes by WMPSS numbers, SOW's typically simply # 1, 2, etc.) shall DEFINE the Project NAME in brief sufficient for the Parties to easily refer to throughout the Engagement
TCD-2 a) 3)Each Quote (or SOW) shall reference either WMPSS Policies or the separate written Instrument Section/Clause number. WMPSS Policies are assumed in full force and effect unless otherwise agreed to by the Parties in writing in a separate written Instrument (Service Contract, SOW, or Purchase Agreement/P.O.). Then, REFEREENCES throughout any shall be clear, in particular for any SOWs, which shall refer to the main Agreement, and not confuse with SOW item #.
TCD-2 a) 4) NO WARRANTIES OR GAURANTEES (by this Policy, and any written ADDENDUMS (Adds only, no removals), EXPRESSED OR IMPLIED. "CONSULTING Model shall be required ONLY to provide its "Professional Services" (by written agreed Hours, Time); OR, if Contracting Model, to provide the Contract's (Agreed on, by DEPOSIT, and typically also by Signature of the WM Quote WRITTEN DELIVERABLE(s), TO the written ACCEPTANCE CRITERIA (NOTE1: Consulting Model provides NO Deliverables - "time" only); If such are unwritten in the Contract, such are UNDERSTOOD BY BOTH PARTIES IN ADVANCE HEREOF, ARE FULLY/SOLELY at the discretion of the WMPSS Inc., a reputable, established, Competent and Qualified Resource Firm, which the Client has ACKNOWLEDGED in Advance that IT has duly Selected, by due Vetting accoring to ITS Criteria (all), and (selected/engaged) BY PROVISION OF the RETAINER (Consulting) or DEPOSIT (Contracting Model) - and for which it EXPRESSLY AGREES IN ADVANCE that it has duly ACCEPTED AS-IS, FULLY QUALIFIED & COMPETENT for the work the Client has to offer, and has elected, and agrees without any undue influence, coersion, etc. TO engage WMPSS Inc. for its provided Remuneration (DEPOSIT); --------EXCEPT HOWEVER, WMPSS Inc. DOES however, offer a LIMITED-TIME, FREE CORRECTION of "TYPOS" - HOWEVER ONLY IF< the Client (or its Agent - e.g. Registrar Auditor, or FDA Inspector), IDENTIFIES in writing and DUE Notice to WMPSS Inc. (email to the WMPSS is typically acceptable), such TYPO - WITHIN three (3) business Days of WMPSS Inc. DELIVERING the Work Product (Document or Record) which contains said TYPO. Note further, "TYPO" is defined HEREIN as (solely) the SPELLING of a Word, according TO: 1) Meriam Webster Dictionary, OR in case of Technical jargon and/or acronyms NOT listed in Meriam's, then according to the Industry's most commonly accepted Trade/Industry independenly Published, Peer-reviewed, STANDARD (e.g. he ISO/IEC/AAMI/ANSI - and further, any applicable published Glossary thereof (e.g. ISO9000-2015), or lastest Online Ver.). TYPO's" EXPRESSLY EXCLUDE: ANY Grammar, Foreign (to English) Translation, Meaning/Content (whether Expressed or Implied whatsoever). WMPSS shall then promptly and professional CORRECT the affected Document/Record, and provide the Replacement Document(s)/Record(s), which the Client must immediately ACCEPT without further discussion or recourse.
TCD-2 a) 5)Project to START/commence on RECEIPT OF 50% DEPOSIT FUNDS (or lesser by Contract - MIN 30%). Project
TERMINATION DATE (END Date - Date range, OR specified "non-continuous" Date Range(s). PROJECT TERM ("Duration", Total project time, or written "END" Date) (Days, Hrs, etc.). If any such are UNWRITTEN, such shall be (soley) at the discretion of WMPSS Inc.
TCD-2 a) 6) Work shall be by General Professional Description of topics of WMPSS Information Exchange/Guidance, and shall be supplied in ADVANCE, in Writing, by the Client (Consulting Model). For Contracting Model Engagements/Projects/Tasks, the shall be a CLEARLY Written Statement of Work (SOW), preferentially supplied by the Client in the form of a Written RFQ, and MUST IN ALL CASES be before any Money/Remittance/Deposit is Offered. Further, the SOW shall typically REQUIRE a WM written "Proposal", which MUST Include Itemized Client INPUT Requirements, from whic AND ONLY the WM DELIVERABLE(s) can be developed and duly supplier - and shall include all manner of other Terms, WM Credentials, and numerous other CRITICAL Program/Project/TASK Information which define the Work Effort in its Entirety, to a FINE level of Detail, for PROMPT Client Acceptance once (WM) Delivers. Such Proposal shall ALSO Reference the aforementioned WM Quotation(brief, typ. 1-2 Pg, for Invoicing - and though, on occassion WM may ELECT to include ALL the same, aforementioned, REQUIRED information in the Quote sheets. The Program/Project thus defined is (only) for the benefit of one Named Company (Client) only. And such shall be understood as THOROUGHLY, CAREFULLY REVIEWED and UNDERSTOOD by the Client when they provide their Signature Acceptance, and/or the REQUIRED substantial DEPOSIT (typ. 50%, for large Projects (>$50K, may be 30%; and very large Programs/Projects, may be 20%. Such ALL shall be held under STRICT Confidentiality of Walt Medical's PROPRIETARY (OWNED) and CONFIDENTIAL (for extremely limited exposure to Client only, NO COPYING, NO USE IN ANY OTHER MANNER except WITH the EXPRESSED WRITTEN CONSENT OF WM President.
TCD-2 a) 7) Per Sect.xyz, all statements of the SOW#xyz shall contribute to the “Acceptance Criterion” of the Work Scope and/or any DELIVERABLES, as clearly applicable, or not.
TCD-2 a) 8)Per the ISO Quality Standard’s (13485:2016) section 8.2.4., any Audit performed by or with WMPSS shall be considered an “Internal Audit, (1st Party), preceding the Client's planned “External Audit” (3rd Party, by their duly engaged Registrar).
TCD-2 a) 9)All duly applicable medical device regulatory classifications shall be duly defined in the Scope and any SOW#xyz.
TCD-2 a) 10)The Clients' Quality Management System relevant to the is understood to be either EN ISO13485:2016 (including all applicable preface Annexes ZA,B or C), and all other (post) Annexes, AND/OR EN ISO 9001:2015 (all applicable Annexes as above), all Clauses, References, Term Definitions, “the Standard”).
TCD-2 a) 11)For any Engagements involving above EN ISO 13485:2016, all work shall also necessarily involve application of EN ISO 14971:2012, as clearly applicable (including its equivalent applicable Annexes ZA, B or C, the Subordinate Standard”).
TCD-2 a) 12)Documents to be audited include, and are limited to, the Organization’s Quality Manual and up to 26 second tier SOP’s (standard operating procedures), (“TBD Co'sXoft’s Partial Quality System (xPQS)”)
TCD-2 a) 13)Auditors will provide the following DELIVERABLES: i. Audit Report detailing nonconformities to the Standard and the Regulations (US, EU, CAN) (“DELIVx”), ii. Secondary Reports outlining obvious compliance gaps, as "recommendations for improvement (“DELIV2”).
TCD-2 a) 14)DELIVx not “all possible” nonconformities, as such are known somewhat subjective by Registrar. All DELIVs by Auditors Experience/Qualifications.
TCD-2 a) 15)The Form/Format of all Reports is by WMPSS discretion, per Samples supplied, unless otherwise agreed to in writing
TCD-2 a) 16) The following EXCLUSIONS of DELIVERABLES x, y, etc. must be defined: i. whether is to include Clients' specific Product Technical File(s) is to be audited, or not
WMPSS Inc Standard Term Sheet
TCD-2 b): CONSULTING SERVICE Terms & Conditions Addendum
TCD-2 b) i) All our Standard Terms, Conditions and Disclaimers above, and the following apply also to all our Consulting Engagements, the first of our three (3) Service Models - unless otherwise agreed to and duly executed by Officers of the Parties in a separate written Instrument.
TCD-2 b) ii) A Consulting Engagement shall be entered ONLY upon appropriate conversation provided by the Client prospect to WMPSS, resulting in WMPSS issuing a simplified Quotation (on its Standard Quotation form), outlining the Client's desired elements for the Consulting Service(s) [type, Scope, Subject Matter, Date(s), Retainer Fee (must be (100%) PRE-PAID), and may reference ADDITIONAL Terms and Conditions unique to the particular Consulting Engagement. Client prospect shall duly review, and upon finding ACCPTABLE to its interest, shall Duly Execute the Quote form signature page, and/or provide the ADVANCE Retainer Fee (100% pre-paid), which provision of funds shall also constitute the Client-prospects' binding Authorization for the Consultation as specified in the WMPSS's Quote, and which Consultation Service shall duly commence thru completion duly as specified.
WMPSS Inc Terms & Conditions Addendum for Consulting engagements (available via download, to Registered, WMPSS approved Client Prospect)
TCD-2 c): CONTRACTING SERVICE Terms & Conditions Addendum
The following apply to Project Contract work engagements, the second of our four (4) business models, and second of our three service models. Our Quotations for these are more elaborate, and define: the task, scheduled start, cost of each, whether time and materials ("T&M"), or Fixed Cost ("FC"), including the required deposit(s), and for each, the Client's required INPUT, for each WMPSS Inc defined DELIVERABLE(s), and within stated KEY ASSUMPTIONS - generally summarized as follows, AND with a few ADDITIONAL Project Contract Terms and Conditions SUMMARIZED below, ALL detailed in our "Contracting" Term Sheet (Link Below)
Our "other important Terms & Conditions stated above of our Policy, REQUIRE ALSO generally the FOLLOWING - unless contrary Terms & Conditions are requested by our Client (written) and then an explicit written waiver is offered by separate written instrument by an Officer of WMPSS Inc:
- We begin "Service Engagement" by requiring our Clients to provide a large DEPOSIT, WITH the "Client (REQUIRED) INPUT" stated in the Quote. NOTE: Unless otherwise agreed to in writing, required DEPOSIT is fifty percent (50%) of the Client/Purchasor ORDERED TOTAL (of the Quote). Lesser Deposit of thirty percent (34%), with "MONTHLY Progress Invoicing" is typically offered to qualified Clients of a large (greater than $50,000, TERM longer than two (2) months) project, with qualified creditworthiness AND successful track record with WMPSS of Client on-time performance AND remuneration. The Client's/Purchasors provision of Funds (cleared Check) signifies EXPRESSED CONSENT & APPROVAL the written Quotation, for all items, AND Client/Purchasors' "Explicit Agreement" to be bound by and abide by Walt Medical Policies and Terms & Conditions herein, and as provided for otherwise in writing for the Agreement - AND AUTHORIZES WMPSS Inc Staff to commence IMMEDIATELY (at its sole discretion) per the Contract ("Agreement","Plan"). Deposits are stated clearly as NON-cancellable, NON-refundable, NON-transferrable and "NON-Deliverable" - i.e. WMPSS is not obligated to provide any DELIVERABLE for such, as such represent the substantial "pre-sales" and "non-Deliverable startup" cost to WMPSS of Projects which SHOULD have required WMPSS Consulting and/or "Scoping Study" when a Client does not offer WMPSS its Required RFQ (see other website location).
- Engagements are DEFINED to generate additional "Information" and "PERMITTED USE(s)" as stated above, via WMPSS DELIVERABLES. Such DELIVERABLE(s) MUST be accepted by Clients PROMPTLY at the time of receipt, according to pre-defined ACCEPTANCE/PASS FAIL CRITERION stated in the Quote (or by reference).
- Regardless of Contract size (noted above), WMPSS reserves its right to Invoice for Progress payments when the Client delays their COMMITTED efforts (which includes their responsibility for their other "Suppliers", who are acknowledged "outside WMPSS control" - if more than two (2) weeks from agreed on Dates (of Quote). WMPSS Invoices for such are DUE UPON RECEIPT, and non-payment may result in HOLD Status to Project (and any other Project(s)), until resolved, which may include TERMINATION as permitted.
- A Project / Task RESTART FEE of 25% of the Quoted remainder Task(s)/Effort(s) is required to "Re-Start" approved Quotes WHEN a Project delay occurs of more than one (1) month (after Starting, or any stated Date of any Task or Milestone).
- WMPSS reserves its sole right to NOT "deliver" a DELIVERABLE(s) (either whole or in part), if Client's Account(s) are NOT in "Good Standing" (e.g. if Client has any PAST DUE Invoices greater than (>) three (3) days; and/or the Client does not provide required Client REQ'd INPUT per the Contract, for WM's timely completion as written; and/or there are any "unresolved" Notices (either HOLD, TERMINATION (i.e. yet in "dispute" or Arbitrator terms not yet fulfilled), or equivalent of a serious nature for WM provide Deliverables and be Remitted its Contract as written in Full). WMPSS MAY offer such, in part or in whole, however any such SHALL BE at its SOLE Discretion - AND, SHALL NOT be considered any form of Waiver or Forgiveness or Reduction in ANY Client Contractual Responsibility as written, including and NOT LIMITED TO, further Timely Performance of Client for WM, Client Remittance in Full for all Promised amounts (per written Contract). See also TERM for affect of prolonged Client "Non-Good Standing" re: WM offered "Sales Discounts", EXTRA Sales Discounts, REVENUE SHARE and the like (as Quoted).
- Projects have a defined TERM & TERMINATION which defines the point when both WM and Client no longer have any further Responsibility to one another, as such Terms were clearly established in the Quoting Phase, for Approval, and were not "Terminated Prematurely" by either Party by any Notice (as stated in this section below. See also TERM of WM Standard Policy hereof). WM states such in its offered Quote(s)(and any Companion Proposal Doc - i.e. "the Contract"), which is explicitly accepted by both Parties for Client "Approval", by their provision of DEPOSIT, for WM to START. Such shall be two (2) weeks unless otherwise explicitly stated in the written Instrument(s), for totality of Task(s), Project(s), Phase(s), Sub-Project(s) or Sub-Phase(s). Further, unless expressly prohibited otherwise in the Contract Document(s), either party may "TERMINATE the Project Prematurely" - which immediately eliminate WM's Responsibility to Perform further work (and DELIVER such), and the Client's Responsibility to Remit in Full for all YET to be Completed work/Scope, if Notice of such TERMINATION is provided by one Party to the other Party within thirty (30) days of START. Such TERMINATION may be without cause, and Notice must be IN WRITING, sent both to the other Party's place of business (with "Tracking/Delivery Confirmation"), and by Email. (Note, as prerequisite to such provision, WM requires that all its Completed work shall be fully DELIVERABLE, and must be REMITTED in Full for all Completed but not yet DELIVERED DELIVERABLES - PLUS (+) and %Complete "Work in Progress". All full DELIVERABLES shall yet only be accepted "in full", if Review by Client by Reasonable, objective measure, satisfies the Contract's stated Acceptance Criteria. Note, "work in progress/% Complete shall SIMPLY meet ordinary measure, by % of Time for the Task per the TERM, pro rata.
- BOTH Parties also retain right to Terminate IMMEDIATELY WITH Cause due to "Breach" (of Contract) by the other Party - e.g. unlawfulness (incl. to Regulations), clear "non-performance" as stated in approved Quote (Client (REQ'd) INPUT, WMPSS DELIVERABLES, ASSUMPTIONS, Terms & Conditions. Such Notice shall contain reasonable detail in "Summary Cause(s)", provided by Terminating Party, and such shall not create any additional financial obligation of either Party to the other by the act of "Termination" (unless reversed in whole or part by Arbitration - which process must be invoked by the Terminating Party within thirty (30) days of Notice(s) - and which may then include "injunctive relief" imposed by the Arbitrator for the Terminating Party (of improper use of Information and/or Goods)."
- Terms & Conditions for Contracting engagements (available via download, to Registered, WMPSS approved Client Prospect)
TCD-2 d). STAFFING SERVICE & Conditions Addendum
The following apply to Staffing engagements, the third of our four (4) business models, and third of our three service models. Our quotations for these are also simplified, listing desired Staffing Service(s), type, service dates, costs, deposits, etc; but also reference the following ADDITIONAL Terms and Conditions unique to Staffing engagements.
WMPSS Inc Terms & Conditions Addendum for Staffing engagements (available via download, to Registered, WMPSS approved Client Prospect)
TCD-2 e). PURCHASED (Licensed) PRODUCT (Goods) Terms & Conditions
All purchased or licensed Product(s) is provided "AS-IS", sealed and new. WMPSS Inc Terms & Conditions for purchased or licensed Product(s)(available via download, to Registered, WMPSS approved Customer Prospect)
Return to Policies"