Sustainable Certification Pty. Ltd - Certification Body offering certification against national and international standards.

Audit Services Agreement

Sustainable Certification Pty Ltd ACN 134 489 124 (SCPL) engages external service providers to provide audit and related services. All service providers must provide such services to SCPL on the terms of the Audit Services Agreement (Agreement).

If you or your organisation wishes to provide audit and related services to SCPL, please carefully read the Agreement before accepting.

By completing and submitting the "Service Provider Details" and clicking "accept", you acknowledge that you have read and understood the Agreement and agree on your own behalf or on behalf of your organisation (as the case may be) to be bound by the Agreement.

Service Provider Details:

Please carefully complete the details below. The details should be those of the person or entity who wishes to provide the services and will be bound by the Agreement.

By submitting the "Service Provider Details" online and clicking "accept", the Service Provider agrees to be bound by this Agreement and to provide the Services on the terms set out in this Agreement.

This Agreement is between the Service Provider and Sustainable Certification Pty Ltd ACN 134 489 124 (SCPL) of:

Unless terminated in accordance with this Agreement, the term of this Agreement (Term) will:

(b) unless extended or renewed by written agreement between the parties, on and from the end of the Initial Term will continue until either party gives the other party at least 30 days written notice of termination.

The Service Provider must provide the Services to SCPL for the Term in accordance with this Agreement and each relevant Work Order.

Where the Service Provider has commenced providing Services prior to the date of this Agreement, the provisions of this Agreement will apply as if those Services had been commenced with effect from the Commencement Date.

(a) The provisions of this Agreement apply to all Services provided by the Service Provider.

(b) Terms contained in any invoices or other documentation or any amendments made to a Work Order and/or this Agreement by or on behalf of the Service Provider (without the written agreement or prior written consent of SCPL) shall not form part of a Work Order and/or this Agreement and will not be binding on SCPL (whether or not such documents provide that they supersede the relevant Work Order and/or this Agreement).

The Service Provider is engaged to provide the Services on a non-exclusive basis and nothing in this Agreement shall preclude:

(a) the Service Provider from providing services similar to the Services to third parties, provided that in doing so the Service Provider:

(i) is not delayed or prevented from performing (or otherwise affected in its performance or observance of) its obligations under this Agreement; and

(b) SCPL from acquiring services the same as or similar to the Services from third parties.

SCPL gives no representation that it will engage the Service Provider to provide a minimum volume of Services or that it will issue a minimum number of Work Orders during the Term.

The Service Provider must provide the Services on Business Days and during ordinary business hours unless otherwise agreed in writing by SCPL.

(a) direct the Service Provider to suspend the whole or any part of the Services for such time as SCPL advises to the Service Provider; and

(b) direct the Service Provider when the reasons for any suspension no longer exist and the Service Provider shall recommence provision of the Services as soon as practicable thereafter.

SCPL may, at any time, direct the Service Provider in writing to alter or vary the provision of some or all of the Services. Such variation may include:

The Service Provider may not vary the Services except as agreed in writing by SCPL.

SCPL may direct the Service Provider to provide information relating to the altered or varied Services, as well as the proposed Service Fees variation as a result of the altered or varied Services.

(a) The Service Provider's obligation to provide the altered or varied Services will be subject to the parties agreeing a variation to the Service Fees.

(b) If the parties are unable to agree on a variation to the Service Fees, SCPL may terminate this Agreement on 10 Business Days' notice.

(a) with due care, skill and diligence in a proper, efficient and cost-effective manner using that standard of skill, diligence, prudence and foresight that would reasonably be expected from a prudent, expert and experienced provider of services which are similar to the Services in Australia;

(b) using only experienced and appropriately qualified, accredited, licensed and trained Representatives of the Service Provider;

(i) the relevant Work Order (including the timetable set out in the Work Order);

(iii) any policies, procedures, codes of conduct and directions of SCPL from time to time; and

The Services must be fit for the purposes for which these types of Services are commonly supplied and fit for any purpose which SCPL makes known to the Service Provider (whether expressly or by implication).

The Service Provider acknowledges that time is of the essence with respect to the provision of the Services.

(i) liaise, cooperate and confer with other service providers and third parties as reasonably directed by SCPL from time to time; and

(ii) if required by SCPL, do everything necessary to coordinate and integrate the Services with the services or work to be performed by other service providers and/or third parties from time to time.

(i) provide the Service Provider with a Work Order when it wishes to engage the Service Provider to provide the Services; and

(ii) use reasonable endeavours to provide all Work Orders a reasonable time before the relevant Audit Commencement Date.

(iv) the time by which the Services must be completed and the Audit Report submitted to SCPL;

(vi) any other requirements of SCPL with respect to the provision of the Services by the Service Provider.

The Service Provider will be deemed to have accepted a Work Order if the Service Provider:

(a) does not reject the Work Order in writing to SCPL within 3 days of the date of the Work Order; or

(ii) downloads and/or synchronises the audit and other information related to the relevant Work Order from the SCPL Operational System.

(a) Subject to clause 5.3(b), a Work Order that has been accepted by the Service Provider (including deemed acceptance under clause 5.2) may only be varied by agreement in writing between SCPL and the Service Provider.

(b) Subject to clause 5.3(d), SCPL may, without incurring any liability to the Service Provider whatsoever, cancel a Work Order at any time (including after the Work Order has been accepted by the Service Provider) including where:

(i) SCPL believes that the Service Provider is unable to comply or has failed to comply with the relevant Work Order and/or this Agreement; or

(B) does not want the Service Provider to be the service provider that provides the relevant services.

(c) Where SCPL cancels a Work Order under clause 5.3(b), the service provider is not entitled to any payment unless the customer pays SCPL for the services including travel and accommodation costs. Additionally SCPL may (in its discretion) allocate the services the subject of the relevant Work Order to another service provider.

(d) Where a Work Order is cancelled by SCPL within 5 Business Days of the Audit Commencement Date (other than as a direct or indirect result of an act or omission of the Service Provider and/or its Representatives) and SCPL cannot reassign the Service Provider to an alternative engagement within a reasonable time (Alternative Work), SCPL will reimburse the Service Provider for its out of pocket expenses (Cancellation Expenses) incurred as a direct result of the cancellation provided that:

(i) the failure to reassign the Service Provider is not caused or contributed to by the Service Provider and/or its Representatives including by the Service Provider refusing to undertake the Alternative Work; and

(ii) the Cancellation Expenses are substantiated with valid tax invoices and other supporting documentation to SCPL's reasonable satisfaction.

Each Work Order accepted by the Service Provider (including deemed acceptance under clause 5.2) constitutes a separate and binding agreement between SCPL and the Service Provider under which the Service Provider agrees to provide the Services on the terms of the relevant Work Order and this Agreement.

If there is any inconsistency between a Work Order and this Agreement, the relevant Work Order shall prevail to the extent of the inconsistency.

The Service Provider must complete an Audit Plan with respect to each Work Order and submit the Audit Plan to SCPL (and, if requested by SCPL, the Customer) at least 45 days before the Audit Commencement Date.

The Service Provider must not provide the Services (or any part thereof) to a Customer unless and until:

(a) The Service Provider must prepare and submit an Audit Report with respect to each Audit conducted by the Service Provider within 7 Business Days of completing the relevant Audit.

(b) The Audit Report must be submitted in accordance with SCPL'S directions from time to time and this may include submission via the SCPL Operational System.

(a) is responsible for supplying, at its own cost, all equipment, property and items (including computers) (Equipment) necessary to perform the Services in accordance with this Agreement; and

Where required for the provision of the Services, the Service Provider must (and/or must ensure that its Representatives (as applicable)):

(b) use and maintain an appropriate motor vehicle that is roadworthy, duly registered and comprehensively insured.

(a) must complete any and all Site inductions required by SCPL and/or the relevant Customer;

(b) may only gain access to and enter and remain on Sites as directed by SCPL, the relevant Customer and/or the controller of the relevant Site;

(d) must not, in providing the Services, disrupt any activities on the Sites and must ensure that it:

(iv) complies with any direction and/or request of SCPL, the Customer and/or the controller of the Site;

(vi) does not do anything which will or may cause SCPL to be in breach of any contractual or other legal obligation it may have;

(e) must ensure that the Sites are kept clean, orderly and fit for immediate use; and

(f) must immediately notify SCPL of any accident, injury or property damage which occurs during provision of, or associated with, the Services.

(i) provide, at its own expense, appropriately qualified, accredited, licensed and trained Representatives approved by SCPL to provide the Services under this Agreement; and

(ii) procure that the Service Provider's Representatives comply with all of the Service Provider's obligations under this Agreement.

(b) Upon request, the Service Provider must provide certified copies of all documents reasonably required by SCPL to verify that all Representatives who will provide the Services are appropriately qualified, accredited, licensed and trained to provide the Services.

(c) The Service Provider must (and must procure that its Representatives) attend, at the Service Provider's sole cost, any induction and training required by SCPL from time to time including training related to the SCPL Operational System.

If SCPL gives notice to the Service Provider that a Service Provider's Representative has ceased to be acceptable to SCPL for any reason, the Service Provider must take immediate steps to remove that Representative and provide an alternative Representative acceptable to SCPL at no cost to SCPL.

(a) All Representatives of the Service Provider are either employees, officers, agents, representatives, contractors or subcontractors (as the case may be) of the Service Provider.

(b) SCPL has no responsibility to the Service Provider or to the Service Provider's Representatives in respect of any remuneration, taxation instalments, worker's compensation, superannuation, annual leave, sick leave, long service leave, public holidays, redundancy payments or any other similar benefits under any industrial agreement or law.

(a) use best endeavours to actively promote SCPL including by using SCPL's business cards (such cards to be approved and/or provided by SCPL (in its absolute discretion) prior to use);

(c) not do or fail to do anything that may damage, bring into disrepute or be detrimental to, the reputation of SCPL (and/or its Representatives and Related Bodies Corporate); and

(ii) only wear uniforms approved by SCPL from time to time (and which contain the logo of SCPL).

(b) if requested by SCPL (in its absolute discretion), the Service Provider must use the SCPL Operational System to provide the relevant Services under this Agreement; and

(c) the Service Provider may be charged a reasonable fee (as determined by SCPL and mutually agreed) for the use of the SCPL Operational System.

(a) the Services will be in conformity with this Agreement (including clause 4);

(b) the provision of the Services by the Service Provider to SCPL will not infringe any right of any third party (including any Intellectual Property Right) or Law;

(c) it is an experienced provider of services similar to the Services, has fully familiarised itself with the Services required by SCPL and is confident that it can provide the Services for the Service Fees;

(d) it is not aware of any obligation or restriction which could in any way interfere or conflict with the Service Provider's obligations under this Agreement; and

Each party warrants to the other party that it has the power to execute, deliver and perform its obligations under this Agreement and all necessary corporate and other action has been taken to authorise that execution, delivery and performance.

The Service Provider acknowledges that SCPL has entered into this Agreement in reliance on the warranties given by the Service Provider in this Agreement.

(b) change or affect the Service Provider's obligations under this Agreement; or

(c) affect SCPL's rights to claim for any Loss it may suffer because of the Service Provider's breach of warranty or failure to fulfil any of its other obligations under this Agreement.

(a) If SCPL determines that any of the Services provided are Defective Services, SCPL may, at its option and in addition to any other rights and remedies it may have (whether under this Agreement or otherwise):

(i) reject the Defective Services by notifying the Service Provider that it is rejecting them; and/or

(ii) request that the Service Provider re-perform or make good the performed services.

(i) refund to SCPL any payments made by SCPL in respect of any Defective Services that it rejects;

(ii) re-perform or make good, at no cost to SCPL, any performed services that SCPL rejects; or

(iii) reimburse SCPL for any expenses SCPL incurs in making good any Defective Services on the Service Provider's behalf (including expenses incurred in engaging another service provider to provide the relevant services).

If SCPL decides to accept some Services from the Service Provider which do not comply with the terms of this Agreement, that decision will not bind SCPL to accept any Services provided in the future which do not comply with the terms of this Agreement.

(a) Subject to clause 15 and unless otherwise agreed in writing between SCPL and the Service Provider, in consideration of the provision of the Services by the Service Provider in accordance with this Agreement, SCPL will pay the Service Provider:

(ii) the Reimbursements calculated or accepted in accordance with Item 2 of Schedule 1.

(i) SCPL is only liable to pay the Service Fees and Reimbursements to the Service Provider (and no other amount) in connection with the provision of the Services; and

(A) all costs incurred by the Service Provider in providing the Services, including the cost of all labour necessary to provide the Services;

(B) the cost of all Equipment and other parts, supplies and consumables necessary to carry out the Services; and

(iii) subject to any change in the Service Fees and/or Reimbursements (as the case may be) resulting from the application of any express provision of this Agreement, the Service Fees and Reimbursements are fixed.

At the end of the Initial Term or at such other time as agreed in writing between the parties, the parties agree to review the Service Fees and the basis for (or specific) Reimbursements and negotiate in good faith to revise the amount of the Service Fees and Reimbursements.

(a) Subject to clause 15.1(b), the Service Provider must, within 20 Business Days of the completion of a Work Order, submit a tax invoice to SCPL which:

(A) the Work Order number or other identifier provided by SCPL to the Service Provider pursuant to which the relevant Services were provided;

(B) the Service Fees and Reimbursements payable by SCPL with respect to the Services Version: March 2016 performed pursuant to the Work Order; and

(ii) attaches tax receipts and other supporting documentation which verify the Service Provider's entitlement to the Reimbursements.

(b) The Service Provider is only entitled to submit a tax invoice under clause 15.1(a) if the Service Provider has:

(i) submitted the Audit Report to SCPL with respect to the Work Order in accordance with clause 6 and SCPL has notified the Service Provider in writing that the Audit Report is accepted by SCPL; and

(ii) completed all rework required by SCPL (in its absolute discretion) with respect to the Work Order.

Subject to the Service Provider's compliance with this Agreement (including clause 15.1), SCPL must pay all tax invoices after 20 Business Days of receipt of the relevant tax invoice.

SCPL may set off from any amounts it owes to the Service Provider, any amounts the Service Provider owes to SCPL.

Words or expressions used in this clause that are defined in the A New Tax System (Goods and Services Tax) Act 1999 (Cth) (GST Act) have the same meaning given to them in that Act.

Unless otherwise stated, any amount specified in this Agreement as the consideration payable for any taxable supply does not include any GST payable in respect of that supply.

If a party makes a taxable supply under this Agreement (Supplier), then the recipient of the taxable supply (Recipient) must also pay, in addition to the consideration for that supply, the amount of GST payable in respect of the taxable supply at the time the consideration for the taxable supply is payable.

Notwithstanding the foregoing, the Recipient is not obliged under this Agreement to pay the amount of any GST payable until the Supplier provides it with a valid tax invoice for the taxable supply.

If an adjustment event arises in relation to a taxable supply made by a Supplier under this Agreement, the amount paid or payable by the Recipient pursuant to clause 16.3 will be amended to reflect this and a payment will be made by the Recipient to the Supplier or vice versa as the case may be.

If a third party makes a taxable supply and this Agreement requires a party to this Agreement (Payer) to pay for, reimburse or contribute to (Pay) any expense or liability incurred by the other party to that third party for that taxable supply, the amount the Payer must Pay will be the amount of the expense or liability plus the amount of any GST payable in respect thereof but reduced by the amount of any input tax credit to which the other party is entitled in respect of the expense or liability.

This clause does not merge on completion and will continue to apply after expiration or termination of this Agreement.

(a) Unless otherwise approved in writing by SCPL prior to the commencement of the relevant Services, by commencing the Services, the Service Provider represents and warrants to SCPL with respect to the relevant Work Order that the Service Provider:

(i) is not aware of any actual, potential or perceived conflict of interest relevant to the performance of the Services by the Service Provider and its Representatives (Conflict of Interest); and

(ii) has not (and its Representatives have not) directly or indirectly provided any services similar or related to the Services to the relevant Customer (including consultancy services) in the three years prior to the date of the relevant Work Order (unless such services have been provided at the direction of SCPL).

(b) The Service Provider must immediately notify SCPL if the Service Provider becomes aware of any Conflict of Interest.

(i) the Service Provider must comply with SCPL's reasonable directions with respect to the Conflict of Interest; and

(ii) without limiting any other rights and remedies of SCPL (under this Agreement or otherwise), SCPL may in its discretion and without incurring any liability to the Service Provider:

The Service Provider covenants that it will not (and will procure that the Service Provider's Representatives do not), during the Term and for a period of 12 months after the termination or expiry of this Agreement, solicit or attempt to solicit any of SCPL's contractors, service providers or consultants to undertake work for or with the Service Provider which might prejudice the business of SCPL or otherwise impact on the ability of the relevant contractor, service provider or consultant to properly and efficiently perform the services that contractor, service provider or consultant is bound to perform for SCPL.

The Service Provider covenants that it will not (and will procure that the Service Provider's Representatives do not), during the Term and for a period of 12 months after the termination or expiry of this Agreement, solicit or attempt to solicit any of SCPL's customers (including Customers) with which the Service Provider or any of the Service Provider's Representatives has had contact during the Term with a view of inducing them to engage the Service Provider (and/or any of the Service Provider's Representatives) and/or to:

(a) cease or modify any engagement with SCPL (and/or its Related Bodies Corporate);

(c) undertake services with the Service Provider (and/or any of the Service Provider's Representatives) rather than engaging SCPL for those services; or

If a Termination Event occurs, SCPL may immediately terminate this Agreement by written notice to the Service Provider.

(a) this Agreement continues to bind the parties in connection with all outstanding Work Orders relating to the Services entered into before expiry or termination;

(i) immediately cease using the SCPL Background Intellectual Property Rights, the Agreement Specific IP, Confidential Information and the SCPL Operational System; and

(ii) return to SCPL (or, at SCPL's option, destroy) all Confidential Information within five Business Days after the date of expiry or termination;

(d) the Service Provider's sole and exclusive remedy with respect to termination is limited to the payment of the Service Fees and Reimbursements due and payable by SCPL to the Service Provider in accordance with this Agreement.

The Service Provider must indemnify and keep indemnified and hold harmless SCPL from and against any and all Loss arising directly or indirectly from or in connection with:

(a) any act or omission of the Service Provider and/or its Representatives in connection with the Services; and/or

(b) a breach of this Agreement by the Service Provider and/or its Representatives.

The indemnity in clause 20.1 will not apply to the extent that any Loss is solely and directly caused by the negligence of SCPL or its Representatives (other than the Service Provider or the Service Provider's Representatives).

The Service Provider acknowledges that it is not necessary for SCPL to incur expense or make payment before enforcing a right of indemnity conferred by this Agreement or to mitigate its loss.

(a) In clause 20.1, a reference to SCPL includes a reference to SCPL's employees, directors, agents and Related Bodies Corporate (each, an Indemnified Party).

(b) SCPL holds the benefit of clause 20.1 for itself and on trust for each other Indemnified Party.

The indemnity in clause 20.1 and any other indemnity in this Agreement is a continuing obligation separate and independent from any other obligation and survives the expiry or termination of this Agreement.

(a) Subject to clause 21(c), to the extent permitted by law, SCPL's total aggregate liability for all Loss suffered or incurred by the Service Provider and its Representatives under or in connection with this Agreement is limited to the Service Fees and Reimbursements due and payable by SCPL in accordance with this Agreement.

(i) any Excluded Loss suffered or incurred by the Service Provider and/or its Representatives; or

(ii) any Loss suffered or incurred by the Service Provider and/or its Representatives to the extent that such Loss is caused or contributed to by the Service Provider, the Service Provider's Representatives or any other person or entity for whom SCPL is not responsible.

(a) The Service Provider remains the owner or licensee (as the case may be) of all Service Provider Background Intellectual Property Rights.

(b) The Service Provider grants or must procure the granting to SCPL of a non- exclusive and royalty-free licence to use the Service Provider Background Intellectual Property Rights in connection with the Services.

SCPL remains the owner or licensee (as the case may be) of all SCPL Background Intellectual Property Rights.

(a) Any Intellectual Property Rights developed by the Service Provider and/or its Representatives in relation to this Agreement (Agreement Specific IP) are owned by SCPL.

(i) hereby assigns (and, if applicable, must procure the assignment of) all right, title and interest in all Agreement Specific IP to SCPL; and

(ii) must provide SCPL with all reasonable assistance, at SCPL's cost, to protect the Agreement Specific IP, including obtaining registered protection in SCPL's name.

(a) Subject to clause 22.4(b), SCPL grants to the Service Provider a non-exclusive and revocable licence to use the SCPL Background Intellectual Property Rights and the Agreement Specific IP during the Term for the sole purpose of, and only to the extent necessary for, providing the Services in accordance with this Agreement.

(b) The Service Provider must not sub-licence, assign or otherwise transfer any of the Service Provider's rights and obligations under the licence granted pursuant to clause 22.4(a) without the prior written consent of the SCPL.

This clause 22 shall survive the expiry or termination (for any reason whatsoever) of this Agreement.

Unless otherwise agreed in writing between SCPLand the Service Provider, the Service Provider must, at its own cost, take out and maintain during the Term the following insurance policies with reputable insurers (to SCPL's reasonable satisfaction):

The Service Provider must ensure that, where required by SCPL, the policies of insurance that it is required to take out under this Agreement note SCPL's interest as a principal and the interest of any other person notified by SCPL to the Service Provider.

Without prejudice to any other right or remedy it may have under this Agreement or otherwise, if the Service Provider fails to comply with this clause 23,SCPL may:

(a) refuse to make payments owed to the Service Provider under this Agreement until the Service Provider complies with this clause 23; and/or

(b) take out and maintain any policies of insurance required by this clause 23 and,at its option, set off payment of any invoice against the expenses incurred in taking out such policies on behalf of the Service Provider or recover the expenses as a debt payable by the Service Provider on demand.

Upon request by SCPL, the Service Provider must provide to SCPL evidence of the currency of the insurance policies it is required to maintain under this clause 23 and a copy of the relevant policies.

The Service Provider must not do anything which prejudices any policy of insurance and must immediately notify SCPL in writing of any event which results in an insurance policy being altered where such alteration materially affects coverage under this Agreement.

If any event occurs which may give rise to a claim involving SCPL under any policy of insurance to be taken out by the Service Provider under this clause 23 then the Service Provider must:

(b) ensure that SCPL is kept fully informed of any subsequent actions and developments concerning the relevant claim; and

(a) At the close of any meeting between the Service Provider and a Customer in connection with this Agreement, the Service Provider must make a record of the meeting and obtain the Customer's signature acknowledging the matters set out in that record (Signed CustomerRecords).

(ii) all information necessary to substantiate all Service Fees andReimbursements charged toSCPL; and

(iii) each Customer with whom the Service Provider deals, the details of all Audits conducted with respect to the Customer and all Signed Customer Records,(collectively, Records).

(a) SCPL (and/or any third party appointed by SCPL) may, during normal business hours and upon giving the Service Provider notice of not less than 1 Business Day, inspect and/or audit:

(b) With respect to any inspection and/or audit under clause 24.2(a), the Service Provider must (and must procure that its Representatives):

(A) access to its premises to enable SCPL and/or the third party to carry out the inspection and/or audit; and

(B) all reasonable assistance required by SCPL and/or the third party (including the provision of any information) in relation to any such inspection and/or audit; and

(ii) comply with the reasonable directions of SCPL and/or the third party and immediately rectify any matter or thing relating to the Services identified by SCPL and/or the third party as requiring rectification.

(a) keep all Confidential Information strictly confidential and only disclose Confidential Information in accordance with clause 25.2 of this Agreement; and

(b) only use Confidential Information for the purposes of, and only to the extent necessary for, providing the Services.

The Service Provider must not disclose (or allow or permit to be disclosed), either directly or indirectly, any Confidential Information to any person without the prior written consent of SCPL, except that the Service Provider may disclose Confidential Information:

(a) to those of its Representatives who have a need to know the relevant Confidential Information in order for the Service Provider to provide the Services but only to the extent necessary and strictly on a confidential basis (on at least the same terms as this clause 25); and

(b) as required by law, provided that, prior to such disclosure and subject to law, the Service Provider:

(a) maintain strict security measures to protect the Confidential Information from unauthorised use, disclosure and access; and

Where Confidential Information is to be disclosed to any of the Service Provider's Representatives pursuant to clause 25.2(a) of this Agreement, the Service Provider must procure that:

(a) such Representatives comply with the confidentiality obligations set out in this clause 25; and

(b) if requested by SCPL in its absolute discretion, any Representative enters into a confidentiality agreement with SCPL on terms satisfactory to SCPL.

The Service Provider must, on the request of SCPL, promptly return or destroy all Confidential Information.

This clause 25 shall survive the expiry or termination (for any reason whatsoever) of this Agreement.

SCPL holds the benefit of this clause 25 for itself and for each of its Related Bodies Corporate.

The Service Provider must (and must procure that its Representatives) comply with the Privacy Laws in relation to any Personal Information provided to the Service Provider in connection with this Agreement.

(i) appoint a Contract Representative who shall be responsible for administering the Agreement; and

(ii) promptly notify the other party in writing of any change in the identity or details of its Contract Representative.

(i) SCPL's Contract Representative may issue directions to the Service Provider with respect to the provision of the Services and/or this Agreement; and

(ii) the Service Provider's Contract Representative is authorised to act on behalf of the Service Provider.

Any notice, demand, approval, consent or other communication under this Agreement (Notice) must be in writing and must be delivered:

(i) in the case of the Service Provider, set out in the "Service Provider Details" submitted online to SCPL; and

(f) such other contact details as the party may from time to time notify to the other party for the purposes of, and in accordance with, this clause.

A Notice given in accordance with clause 28.1 takes effect when received (or such later time as specified in it), and is taken to be received:

(b) if sent by prepaid post, six Business Days after the date of posting (or ten Business Days after the date of posting if posted to or from outside Australia);

(c) if sent by facsimile, when the sender’s facsimile system generates a message confirming successful transmission of the total number of pages of the Notice, unless within four business hours (being a period of time between 9:00 am and 5:00 pm on a Business Day) after the transmission, the recipient informs the sender that it has not received the entire Notice; or

(d) if sent by email, upon the transmitted email entering the system of the recipient,

but if the delivery, receipt or transmission is not on a Business Day or is after 5:00 pm on a Business Day, the Notice is taken to be received at 9:00 am on the Business Day after that delivery, receipt or transmission.

(a) If any party to this Agreement claims that a dispute has arisen under or in connection with this Agreement (Dispute), that party must give written notice of the Dispute (Dispute Notice) to the other party.

(b) The Dispute cannot be the subject of litigation until the provisions of clauses 29.2, 29.3, 29.4 and 29.5 have been complied with (except where a party seeks urgent equitable relief from a court, in which case that party does not need to comply with such clauses before seeking such relief).

Within 3 Business Days of the date of the Dispute Notice (or such other period as agreed between the parties), the Contract Representatives of each of the parties must meet to negotiate in good faith and seek to resolve the Dispute.

If the Dispute is not resolved under clause 29.2 within 10 Business Days (or such other period agreed between the parties to the Dispute) after the date of the Dispute Notice, the Dispute must be referred to the senior executives of each of the parties to the Dispute, who must meet to negotiate in good faith and seek to resolve the Dispute.

(a) If the Dispute is not resolved under clause 29.3 within 15 Business Days (or such other period agreed between the parties) after the date of the Dispute Notice, the Dispute must be referred to mediation.

(b) If the parties cannot reach agreement about the mediator to be appointed within 3 Business Days after the date referred to in clause 29.4(a), either party may refer the matter to the Chairperson of the Victorian Bar Council (Nominated Referral Body) for the appointment of a mediator. If the Nominated Referral Body declines or refuses to or cannot appoint the mediator, the appointment will be made by the President of the Law Institute of Victoria.

(a) Each party must be represented at the mediation by a person with authority to settle the Dispute.

(b) Any information disclosed in connection with mediation remains confidential and is privileged from disclosure to third parties or in evidence, except to enforce a settlement agreement reached at the mediation.

Pending resolution of any Dispute, the parties must continue to perform their obligations under this Agreement without prejudice to their respective rights and remedies (except where such obligations are the subject of the Dispute).

If the Dispute is not resolved at the completion of the mediation, either party may commence litigation.

(a) This Agreement is governed by and is to be construed under the laws in force in Victoria.

(b) Each party submits to the non-exclusive jurisdiction of the courts exercising jurisdiction in Victoria and courts of appeal from them in respect of any proceedings arising out of or in connection with this Agreement.

Each party must, at its own expense, do all things and execute all further documents necessary to give full effect to this Agreement and the transactions contemplated by it.

Except as provided in this Agreement and permitted by law, the rights, powers and remedies provided in this Agreement are cumulative with and not exclusive of the rights, powers or remedies provided by law independently of this Agreement.

(a) Unless expressly required by the terms of this Agreement, a party is not required to act reasonably in giving or withholding any consent or approval or exercising any other right, power, authority, discretion or remedy, under or in connection with this Agreement.

(b) A party may (without any requirement to act reasonably) impose conditions on the grant by it of any consent or approval, or any waiver of any right, power, authority, discretion or remedy, under or in connection with this Agreement. Any conditions must be complied with by the party relying on the consent, approval or waiver.

(a) The Service Provider is engaged as an independent contractor. Nothing in this Agreement constitutes the Service Provider as an employee, agent, partner or joint venturer of SCPL.

(b) The Services will be discharged and/or provided at the Service Provider's own risk.

(c) The Service Provider must not act as or be an agent of SCPL nor does the Service Provider have the power to bind or commit SCPL in any manner, unless specifically authorised in writing by SCPL. The Service Provider must not, without the prior written consent of SCPL:

(ii) make any representation (including by omission) that the Service Provider is an agent of SCPL; and

Neither party has relied on any statement by the other party which has not been expressly included in this Agreement.

This Agreement states all of the express terms of the agreement between the parties in respect of its subject matter. It supersedes all prior discussions, negotiations, understandings and agreements in respect of its subject matter.

(a) A party may not rely on the words or conduct (including a delay in the exercise, a non-exercise or a partial exercise of a right) of any other party as a waiver of any right arising under or in connection with this Agreement (including a right to rely on this clause) unless the waiver is in writing and signed by the party granting the waiver.

(b) In clause 30.8(a), the term "waiver" is intended to include an election between rights and remedies as well as conduct which might otherwise give rise to an estoppel.

(c) A waiver is only effective in relation to the particular obligation or breach in respect of which it is given and is not to be taken as an implied waiver of any other obligation or breach or as an implied waiver of that obligation or breach in relation to any other occasion.

Each party must pay its own costs (including legal costs) and expenses in connection with the negotiation, preparation, execution and delivery of this Agreement.

Except as expressly provided in this Agreement, a variation of any term of this Agreement will be of no force or effect unless it is in writing and signed by each of the parties.

(a) If a provision in this Agreement is wholly or partly void, illegal or unenforceable in any relevant jurisdiction that provision or part must, to that extent, be treated as deleted from this Agreement for the purposes of that jurisdiction. This does not affect the validity or enforceability of the remainder of the provision or any other provision of this Agreement.

(b) Clause 30.11(a) does not apply and has no effect if severance of the provision of this Agreement in accordance with clause 30.11(a) materially affects or alters the nature or effect of the parties’ obligations under this Agreement.

(a) The Service Provider may not assign or otherwise deal with any of its rights under this Agreement without the prior written consent of SCPL. SCPL may withhold its consent in its absolute discretion.

(b) SCPL may assign or otherwise deal with any or all of its rights under this Agreement without the consent of the Service Provider.

(a) The Service Provider may not subcontractany of its obligations under this Agreement without the prior written consent of SCPL,which may be withheld by SCPL in itsabsolute discretion.

(b) The Service Provider is not as a result ofany subcontracting arrangement relieved from the performance of any obligation under this Agreement.

(c) The Service Provider is liable to SCPL forany act or omission, default or negligenceof any subcontractor or any employee or agent of the subcontractor as if it were the act, omission, default or negligence of the Service Provider.

Clauses 12, 19.2, 20, 21, 22, 25, 26, 29 and 30.14survive termination or expiry of this Agreement (aswell as any other clause which expressly or byimplication extends beyond termination orexpiration).

Audit means an independent inspection,assessment, verification, evaluation and/orcertification of a Customer's business, management system, processes and/or products in accordancewith:

Audit Commencement Date means the date and time at which the Service Provider must attend the Site and commence providing the Services;

Audit Plan means the plan prepared by the Service Provider in accordance with SCPL's requirements from time to time which sets out (amongst other things) the proposed arrangements for the relevant Audit;

Audit Report means the report prepared by the Service Provider in accordance with SCPL's requirements from time to time which sets out (amongst other things) the results of the relevant Audit;

Business Day means a day on which banks are open for business in Melbourne, Victoria excluding a Saturday, Sunday or public holiday in that city;

Commencement Date means the date that this Agreement is accepted by or on behalf of the Service Provider by the Service Provider or its representative submitting the "Service Provider Details" online and clicking "accept";

(a) all information (whether in tangible or intangible form) relating to or connected with the business or affairs of SCPL (and/or any Related Body Corporate of SCPL) which is disclosed, communicated or delivered to, learnt by, or which otherwise comes to the knowledge or into the possession of the Service Provider under or in connection with this Agreement including without limitation trade secrets, know-how, intellectual property, ideas, concepts, formulae, technology, processes and industrial, technical, marketing, financial, customer and commercial information;

(b) notes, documents, reports and other material incorporating or derived from the information set out in paragraph (a); and

(d) information which is or becomes generally available in the public domain (other than through any breach of confidence);

(e) information rightfully received by the Service Provider from a third person who is under no obligation of confidentiality in relation to the information and who has not obtained that information either directly or indirectly as a result of any breach of confidence; or

Contract Representative means each party's representative responsible for administering this Agreement, and in the case of the Service Provider, means the person identified as the "Contract Representative" in the "Service Provider Details" submitted online to SCPL (or such other person subsequently notified in writing to SCPL);

Customer means any person or entity who has engaged SCPL to conduct an Audit or Audits and to provide related services;

Defective Services means Services which are not in conformity with this Agreement or which are otherwise, in the reasonable opinion of SCPL, unsatisfactory;

Excluded Loss means any indirect, incidental, special or consequential loss or damage, loss of profits or anticipated profits, loss of revenue, loss or damage to reputation, loss of goodwill, economic loss, loss of business, loss of business opportunity, loss of use, loss of anticipated savings or wasted expenditure, whether or not such loss was in the contemplation of the parties at the time of entry into this Agreement;

Government Agency means a government or governmental, administrative, monetary, fiscal or judicial body, department, commission, authority, tribunal, agency or entity in any part of the world and includes any self-regulatory organisation established under statute or any stock exchange;

(a) where a party is a natural person, the person becomes bankrupt, files or is served with a petition in bankruptcy or is served with a bankruptcy notice, the person is unable to pay his/her debts as and when they become due and payable or a creditor's meeting in relation to the person is called;

(b) an application is made to a court for an order or an order is made that a body corporate be wound up, and the application is not withdrawn, stayed or dismissed within 21 days of being made;

(c) appointment of a liquidator, provisional liquidator, administrator, receiver, receiver and manager or controller in respect of a body corporate or its assets;

(d) except to reconstruct or amalgamate while solvent, a body corporate enters into, or resolves to enter into, a scheme of arrangement, deed of company arrangement or composition with, or assignment for the benefit of, all or any class of its creditors, or it proposes a reorganisation, moratorium or other administration involving any of them;

(e) a body corporate resolves to wind itself up, or otherwise dissolve itself, or gives notice of intention to do so, except to reconstruct or amalgamate while solvent or is otherwise wound up or dissolved;

(g) as a result of the operation of section 459F(1) of the Corporations Act, a body corporate is taken to have failed to comply with a statutory demand;

(h) a body corporate is or makes a statement from which it may be reasonably deduced that the body corporate is the subject of an event described in section 459C(2)(b) or section 585 of the Corporations Act;

(i) a body corporate takes any step to obtain protection or is granted protection from its creditors under any applicable law;

(k) anything analogous or having a substantially similar effect to any of the events specified above happens under the law of any applicable jurisdiction;

Intellectual Property Rights includes any and all present and future intellectual property rights including without limitation rights in respect of or in connection with copyright, trade marks, service marks, business names, trade names, domain names, logos, inventions, discoveries, novel designs, patents, designs, confidential information,trade secrets, moral rights, know-how, specifications, concepts, ideas, formulas, data or information and any other identifiable result of intellectual endeavour, whether or not registered or registrable, and any variations, modifications, improvements or enhancements, together with any application or right to register any such rights;

(a) legislation, ordinances, regulations, bylaws, orders, awards, proclamations, directions and practice notes of the Commonwealth, a State or Territory or any Government Agency;

(b) certificates, licences, consents, permits, approvals, qualifications, registrations, standards and requirements of organisations having jurisdiction in connection with the carrying out of the Services under this Agreement; and

Loss means all claims, demands, allegations, suits, actions and proceedings of any nature and howsoever arising (whether under common law, equity, statute or otherwise) and costs (including legal costs on a full indemnity basis), damages, expenses, charges, interest, liabilities, taxes and losses of any kind whether direct, indirect, special or consequential;

(b) the Australian Privacy Principles under the Privacy Act 1988 (Cth), regardless of whether the Australian Privacy Principles would apply but for this Agreement;

Reimbursements means the amounts payable by SCPL to the Service Provider for accommodation, meals and/or travel expenses incurred by the Service Provider in providing the Services calculated in accordance with Item 2 of Schedule 1 or such other amounts agreed in writing between SCPL and the Service Provider from time to time;

Representatives means officers, employees, agents, representatives, contractors or subcontractors of the relevant party but a party to this Agreement and its officers, employees, agents, representatives, contractors and subcontractors are not "Representatives" of the other party;

SCPL Background Intellectual Property Rights means all Intellectual Property Rights owned or used by SCPL prior to the date of this Agreement;

SCPL Operational System means the software used by SCPL from time to time for (amongst other things):

(b) storing and managing data connected with such services including Confidential Information, Personal Information and Customer records;

Service Fees means the fees payable for the Services by SCPL to the Service Provider calculated in accordance with Item 1 of Schedule 1 or such other fees agreed in writing between SCPL and the Service Provider from time to time;

Service Provider means the person or entity who provides Services pursuant to a Work Order;

Service Provider Background Intellectual Property Rights means all Intellectual Property Rights owned or used by the Service Provider prior to the date of this Agreement;

Services means the services to be provided by the Service Provider in accordance with this Agreement as defined in this paragraph and (if applicable) additionally set out in a Work Order and which includes the conduct of Audits, the preparation of Audit Plans and Audit Reports, and all incidental and related services required by SCPL from time to time;

Site means any site at which the Services are to be provided by the Service Provider as specified in a Work Order or directed by SCPL from time to time;

(a) the Service Provider breaches an obligation in this Agreement and, in SCPL's reasonable opinion, the breach:

(ii) can be remedied but is not remedied by the Service Provider within 5 Business Days after SCPL gives the Service Provider notice of the breach;

(c) the Service Provider or any Representative of the Service Provider acts dishonestly, engages in serious misconduct or seriously neglects their duty; and

Work Order means any work order issued by SCPL to the Service Provider from time to time for the provision of the Services in accordance with this Agreement.

(a) headings and italicised, highlighted or bold type do not affect the interpretation of this Agreement;

(d) other parts of speech and grammatical forms of a word or phrase defined in this Agreement have a corresponding meaning;

(e) a reference to a "person" includes any individual, firm, company, partnership, joint venture, an unincorporated body or association, trust, corporation or other body corporate and any Government Agency (whether or not having a separate legal personality);

(f) a reference to any thing (including any right) includes a part of that thing, but nothing in this clause 31.2(f) implies that performance of part of an obligation constitutes performance of the obligation;

(g) a reference to a clause, party, annexure, exhibit or schedule is a reference to a clause of, and a party, annexure, exhibit and schedule to, this Agreement and a reference to this Agreement includes any clause, annexure, exhibit and schedule;

(h) a reference to a document (including this Agreement) includes all amendments or supplements to, or replacements or novations of, that document;

(i) a reference to a party to any document includes that party's successors and permitted assigns;

(j) a reference to a statute, regulation, proclamation, ordinance or by-law includes all statutes, regulations, proclamations, ordinances or by-laws amending, consolidating or replacing it and a reference to a statute includes all regulations, proclamations, ordinances and by-laws issued under that statute;

(k) a reference to a document includes any agreement or contract in writing, or any certificate, notice, deed, instrument or other document of any kind;

(l) a provision of this Agreement may not be construed adversely to a party solely on the ground that the party was responsible for the preparation of this Agreement or the preparation or proposal of that provision;

(m) a reference to a body, other than a party to this Agreement (including an institute, association or authority), whether statutory or not, which ceases to exist or whose powers or functions are transferred to another body, is a reference to the body which replaces it or which substantially succeeds to its powers or functions;

(n) specifying anything in this Agreement after the words "include", "including", "for example", "such as" or similar expressions does not limit what else is included unless there is express wording to the contrary;

(o) if a period of time is specified and dates from a day or the day of an act, event or circumstance, that period is to be determined exclusive of that day;

(p) if an act or event must occur or be performed on or by a specified day and occurs or is performed after 5:00 pm on that day, it is taken to have occurred or been done on the next day; and

(q) a reference to “$”, “A$”, “dollars” or “Dollars” is a reference to the lawful currency of the Commonwealth of Australia.

If anything under this Agreement is required to be done by or on a day that is not a Business Day that thing must be done by or on the next Business Day.

Where overnight stay is required, reasonable meal costs will be reimbursed up to the following maximum daily meal limits per person within Australia:

These limits are inclusive of all meal costs including any room service charges. Unused limits cannot be accrued and are not transferrable (therefore cannot be transferred to different meals or persons).

Subject to the conditions and requirements set out below, the Service Provider will be reimbursed:

(a) For road travel to a Customer's premises at the rate of $0.75 excluding GST per km; and

(b) For time travelling to and from the Customer, if a Customer's premises is outside the metropolitan and regional office area (as determined by SCPL), at the rate of $58.00 excluding GST per hour.

The Service Provider will be reimbursed for its travel costs set out in (a) and (b) above (as the case may be) subject to the following:

(a) All travel outside the metropolitan and regional office area (as determined by SCPL) must be approved by SCPL prior to the provision of the Services;

(b) The calculation of travel distance will assume the Service Provider commenced and finished the travel at the nominated SCPL central or regional office (as determined by SCPL) unless other arrangements are approved by SCPL prior to travel; and

(c) Costs must be calculated (where applicable) in accordance with SCPL's travel guidelines and instructions from time to time including those guidelines and instructions relating to travel times and distances.

All interstate and international travel is subject to prior approval by SCPL. With respect to international travel, the Service Provider must submit the Travel Risk Assessment Form and/or any other information required by SCPL from time to time.

Any expenses in addition to the above for which the Service Provider wishes to be reimbursed must be approved in writing by SCPL prior to any such amounts being incurred by the Service Provider.

This Code of Conduct covers the contractual relationship between you (you) and Sustainable Certification Pty Ltd (Sustainable Certification, us, our).

An Auditor is a person who fits the requirements of ISO 19011 (as it applies to Quality and Environmental auditors) and as can be extended to cover those areas of knowledge and experience where Sustainable Certification offers services – e.g. Occupational Health and Safety, Information Security Management systems, etc.

In this Code of Conduct the term ‘Auditor’ includes ‘Technical Expert’ – the only difference between the two, is that a Technical Expert is not permitted to audit alone (unless they are also an Auditor)

Anyone can become an Auditor, but not everyone can become a Sustainable Certification auditor. Why? Well there are many, many auditors available; however we do not want all of them as Sustainable Certification auditors. For example they may not be as customer focused as we want ‘our’ auditors to be, or be as skilled as we want our auditors to be.

TO BE APPROVED AS A LEAD AUDITOR/AUDITOR/TE/ATSU WITH SUSTAINABLE CERTIFICATION YOU MUST PROVIDE:

Once approved to be allocated to audit specific clients Lead Auditors are required to complete their Program, ANZSIC Code and Technical Areas applications through the online system. Refer to SC system user manual on how to complete this. Lead Auditors will not be able to conduct any audits for clients unless they have been approved for the relevant codes prior to the audit being conducted. The applications are reviewed and approved by the relevant Certification Manager.

Using your Username (your valid email address which you must retain at all times) and your Password, log on to the Sustainable Certification database modify your own personal details (including your ANZSIC Codes (or equivalent) and provide justification to the Certification Manager using the freeform text fields for the Codes you claim you have relevant experience in. This may be as a Consultant, Auditor, employee or other basis. You can even email your current CV to the Certification Manager (co@sustainablecertification.com.au) in support of your claim once you have 'claimed' an ANZSIC Code (or equivalent) it is 'flagged' as 'Pending' until the Certification Manager has 'Approved' your claim. If your claim is not approved, you will be advised and will be required to provide further justification of your claim (for example supporting evidence / declarations of other people, that your experience in the industry area is true and appropriate)

When you have been approved for the relevant code you can be selected as an auditor by the Account Managers – when you have been selected and assigned through the online system you are then required to complete the following prior to conducting audits:

When the above is completed you are then required to create an audit report template for the first audit. (Refer to the user manual on how to do this through the online system)

All CAR’s must be followed up, managed and closed or downgraded prior to the expiration date as set out under the SC CAR procedure by the Lead Auditor.

Where there are system queries these are to be directed to the Certification Officer/Manager.

Once approved as a Lead Auditor in the Sustainable Certification system a Peer Review of the auditor will be schedule for the first convenient date possible – no longer than 12 months after the approval date. The Peer Review is carried out by an approved Sustainable Certification Peer reviewer. The Auditor being reviewed will be required to pay a fee of 500.00 towards the cost of the review.

After the initial application – the Performance Assessment will apply to ongoing review of the auditors profile and performance – the Lead auditor is required to keep their audit log up to date and to provide Sustainable Certification with any additional documentation relevant to training completed.

Sustainable Certification reserves the right to conduct a surprise un announced witness audits at any time.

Any process costs money – and Peer Review Audits are no different. We consider if you are serious about working with the best interests of the certification industry at heart, and when you are receiving good payments for the services you provide, then you won’t really mind paying to have someone assess you as being currently competent. You never know – you may want to become a Peer Review Auditor yourself.

It is also a requirement of our Accreditation Body that we are able to prove current competence of our auditors.

The cost of peer review will be recovered from the Auditor at AUD $600 per day (or as appropriate) payable on release of the peer review report. The auditor is free to undertake the peer review audit as part of an audit team on an actual client, and be paid by the Account Manager.

You agree it is in our mutual best interest to retain Accreditation and agree to us maintaining data for this purposes, and in accordance with the Privacy Act.

Sustainable Certification shall provide you with all identification and log-in information required for the use of www.sustainablecertification.com.au

You are responsible for maintaining the secrecy and confidentiality of all identification and log-in information required to access www.sustainablecertification.com.au and you agree not to disclose to any other person, corporation, entity or organisation, any such identification or log-in information, whether in use or not, nor any other confidential information related to Sustainable Certification.

You are liable for all fees resulting from use of Sustainable Certification which is accessed through your identification or log-in information, whether authorised by you or not. Disclosure or loss of identification or log-in information that results in the incurring of fees or misuse of Sustainable Certification is your responsibility and any such occurrences should be immediately communicated to Sustainable Certification.

You are responsible for all statements made and acts or omissions that occur while your identification is being used. You may not use www.sustainablecertificaiton.com.au for any unlawful purpose. Sustainable Certification may refuse to grant you a user code that impersonates someone else, is protected by trademark or other proprietary right law, or is vulgar or otherwise offensive, as determined by Sustainable Certification.

Sustainable Certification will erase your identification or log-in information and provide a means for you to retain your company records after receiving a written request to do so from you.

USE OF WWW.SUSTAINABLECERTIFICATION.COM.AU

You acknowledge that www.sustainablecertification.com.au does not and cannot in any way supervise, edit or control the content and form of any information or data stored on Sustainable Certification shall not be held responsible in any way for any content or information accessed from or via www.sustainablecertification.com.au

You will not act on or through Sustainable Certification site so as to interfere with or disrupt Internet users, service providers, their computers, software or hardware. Such actions include, but are not limited to, the circulation of any unsolicited publicity or advertising material, propagation of computer worms and viruses, using www.sustainablecertificaiton.com.au site to make an unauthorised access of any other computer accessible via www.sustainablecertification.com.au site, sending harassing, obscene, indecent, offensive or threatening electronic mail, forgery (or attempted forgery) of electronic mail messages and the placement, transmission or storage of any defamatory material on the Internet.

You will not access, nor permit any other party to access, www.sustainablecertification.com.au for any purpose or activity of an illegal, fraudulent or defamatory nature.

You will not reproduce, distribute, transmit, publish, copy, transfer or commercially exploit any information accessed through or received from the Service that would be an infringement of any copyright, patent, trade mark, design or other intellectual property right.

Sustainable Certification has in place an Issue Resolution process to fit the needs of the Trade Practices Act, our Accreditation body(ies) and our own purposes. You are required to commit to using this process for resolution of any issue you or others may have. This process is viewable through our website www.sustainablecertification.com.au

We would appreciate any complaint or dispute being referred through your Account Manager or Lead Auditor, however if those particular people appear to be part of the problem, you may contact our Certification Manager via email to co@sustainablecertification.com.au

Sustainable Certification maintains a range of documented processes including those ‘documented’ within our databases. These are our ‘Procedures’ and you are required to comply with these processes at all times. Some documented processes are available on our website; however they may not always be immediately visible. You will be required to evidence your acceptance of the responsibilities, authorities and accountabilities of the position you are ‘approved’ for.

If we believe you have misused a trademark, we will contact you, using the details on our database, detailing what we believe to be wrong, and stating what action we expect you to take. If you fail to take that action or other appropriate action, then we reserve the right to take legal action against you, seeking damages and / or undertakings from you. This legal action will be taken at your cost entirely.

Misusing a logo could see action taken to suspend your ‘approval’ – this is serious stuff, so, if in doubt, ask first!

Yes. You can cancel your arrangement with us, or we can cancel your ‘approval’ status (with good reason, and only after we give you notice and a reasonable time to respond to the notice). At all times our Issue Resolution process is open to you, if you feel you need it.

You agree and prove if necessary that you maintain current knowledge of legislative, regulatory and technological developments in the programs you are ‘approved’ for.

If you fail to maintain current knowledge of legislative, regulatory and technological developments in the programs you are ‘approved’ for, you can have your auditor status revoked.

The way an Auditor, Account Manager or Technical Expert (stakeholder) conducts themselves can reflect positively or negatively on the Certification Body. Because of the potential of Lead Auditor action or inaction having a negative impact on the Certification Body, it is fair to require that this Morals Clause be adopted. We are under the constant scrutiny of the Public and of the Client, and our (collective) reputations and our collective images are at risk. In order to minimise the effect of such exposure, this Morals Clause is an important inclusion, because we can limit the damage due to behaviour of the Lead Auditor , by first warning you of the likelihood of termination, and secondly terminating your services if a subsequent infraction is noted. This Morals Clause is to apply if there is an indication of: