Terms And Conditions

Intellectual Property means any and all intellectual and industrial property rights anywhere in the world (including present and future intellectual property rights) including (but not limited to) rights in respect of or in connection with:

(a) any related confidential information, trade secrets, know-how or any right to have information kept confidential;

(b) copyright (including future copyright and rights in the nature of or analogous to copyright);

(c) trade marks, service marks and other related marks; and

(d) all associated goodwill,

whether or not existing at the date of these Terms & Conditions and whether or not registered or registrable and includes any and all variations, modifications, enhancements or improvements to each of them together with any application or right to apply for registration of those rights and includes all renewals and extensions.

JAS-ANZ refers to Joint Accreditation System of Australia and New Zealand.

Loss means any loss, damage, cost, expense or liability of any kind, including legal costs.

NDIS means the National Disability Insurance Scheme established under the National Disability Insurance Scheme Act 2013 (Cth), as administered by the National Disability Insurance Agency.

Processes and Procedures means processes and procedures listed in these Terms & Conditions, noted in the Fee Proposal and available on the Sustainable Certification Pty Ltd website including certification procedures.

Services mean the Certification and Auditing services and any other services as set out in the Fee Proposal or as agreed between the parties from time to time.

Site means (if applicable) the specific location from which you conduct your business (or a part of your business) and which we advise (in our absolute discretion) is the location to which your Certification applies.

Subject AI System means any artificial intelligence (AI) system comprised within the scope of an Artificial Intelligence Management System (AIMS) that is the subject of Certification under ISO/IEC 42001 or other applicable standards.

Third Party means any person other than the Client or Sustainable Certification.

4. Who do the Terms & Conditions apply to?

The Terms & Conditions apply to you and any organisation or person which purchases or acquires you. Likewise, it applies to Sustainable Certification™ and any organisation or person which purchases or acquires Sustainable Certification™ (or assigned this Agreement).

5. Fee Proposal

5.1  You agree to pay us the fees for the Services as set out in the Fee Proposal.

5.2  When we provide you with a Fee Proposal, it is normally for the period of Certification up to the expiry date of the Certificate that is issued (generally up to 3 years).

5.3  Where a Fee Proposal covers a period of Certification for more than one year, or for multiple Certifications, you agree to pay us (for each Certification) in advance 100% of the fees for the Services to be provided (as applicable):

(a) at the commencement of each year beyond the first year of the Certification period; and

(b) if directed by us, on a date we specify prior to the provision of the Services for all or a particular Certification.

5.4  The agreed day rate specified in our Fee Proposal shall be subject to a minimum annual increase equal to the higher of:

(a) 3% per annum; and

(b) the percentage increase in CPI,

(to at least cover for increases in Auditor’s fees, increase in JAS-ANZ fees), beginning on the scheduled Audit date of each year (Annual Day Rate Increase).

The percentage increase in CPI under clause 5.4(b) is to be calculated by comparing the CPI number for the most recently published quarter prior to the relevant adjustment date with the CPI number for the corresponding quarter in the preceding year.

5.5  For avoidance of doubt, the Annual Day Rate Increase shall be applied without the need for a new contract, amendment to the existing contract, or further negotiation, and the revised rates shall become effective on the specified renewal date and will apply to all services provided during the subsequent period.

5.6  Sustainable Certification™ will give the Customer at least 5 business days’ prior written notice of the relevant Annual Day Rate Increase as implemented pursuant to clause 5.4.

5.7  If Sustainable Certification™ determines (in our absolute discretion) that there has been a material change in the scope of Services since commencement, we reserve the right to issue an updated Fee Proposal to reflect the revised scope of Services (Updated Fee Proposal). Upon receipt of the Updated Fee Proposal, you agree to meet with us to discuss in good faith the Updated Fee Proposal.  Once the Updated Fee Proposal is agreed the rates set out in the Updated Fee Proposal will apply in lieu of the fixed annual increase under clause 5.4 that would have applied for that year.  Thereafter, the fixed annual increase under clause 5.4 will resume in the subsequent years of the Updated Fee Proposal.

6. Ongoing Contract:

The term of this Agreement shall commence on the Accepted Date by the client and shall continue in full force until terminated by either party by giving 60 days written notice of termination.

7.  Early termination of Services

7.1  Where:

(a) we have agreed to the provision of Services; and

(b) you subsequently terminate our Services before the conclusion of the period of Certification (or prior to a Certification or Recertification / Triennial Audit being undertaken) set out in any Fee Proposal; or

(c) we terminate the provision of Services for cause under clause 23 or on any other basis under this Agreement,

you agree that:

(d) the portion of fees paid in advance to us are non-refundable and become our absolute property; and

(e) you must pay the balance of fees for the next Stage in the Certification Cycle that would have commenced during the remaining contracted period of this Agreement (as specified in the Fee Proposal or otherwise agreed, or if not specifically agreed, the fees that would have applied to complete the next Stage in the Certification Cycle) on account of termination of this Agreement (Break Fee).

7.2  We will, after the date of termination, provide you with an invoice setting out the Break Fee (Break Fee Invoice).

7.3  You must pay the Break Fee Invoice in full within ten (10) business days after we provide you with the Break Fee Invoice.

7.4  Both of us agree that:

(a) the amounts in clauses 7.1(d) and 7.1(e) represent a genuine pre-estimate of the Loss suffered by us for the early termination of our Services (including any Fee Proposal) and is reasonable having regard to the costs associated with the termination, re-deployment and/or compensation payable of or to resources and staff,  goods and materials reasonably and necessarily incurred in anticipation of performing the Services, overhead and funding costs, and expended time; and

(b) the right to demand or receive payment of the Break Fee is additional to and does not limit any of our other rights under, this Agreement including under this clause 7 or at law.

8.  Additional charges

There may be additional charges applicable in relation to the Services. Some of these additional charges are set out in the Fee Proposal. In addition, we may, at our discretion charge additional costs on the following basis:

(a) where you request any additional work or variation to the Services;

(b) where your requirements are different from those originally submitted;

(c) where there are delays in providing information or material that we require as part of the Services;

(d) if you grow in size, reduce in size, expand or reduce the number of locations; or

(e) where there is a substantial change or reduction to the scope of Certification.

In these cases, a new online quotation will be generated by your account manager, and this new quotation must be accepted online before the Certification process can proceed.

9.  Billing

Our billing system depends on the type of Services being provided and, in some circumstances, (including under clause 5) we may require payment prior to the provision of the Services.  We may invoice you before or as soon as reasonably practicable after the provision of the Services (or any part of the Services).  You must pay us in accordance with the payment method and due date for payment set out in each tax invoice. We reserve our rights not to proceed with our service unless payment has been received by the due date.

10.  Goods and services tax (GST)

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

(b)  Unless otherwise stated, any amount specified in the Terms & Conditions as the consideration payable for any taxable supply does not include any GST payable in respect of that supply.

(c)  If a party makes a taxable supply under the Terms & Conditions (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.

(d)  Notwithstanding the foregoing, the Recipient is not obliged under the Terms & Conditions to pay the amount of any GST payable until the Supplier provides it with a valid tax invoice for the taxable supply.

(e)  If an adjustment event arises in relation to a taxable supply made by a Supplier under the Terms & Conditions, the amount paid or payable by the Recipient pursuant to clause 10(c) 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.

(f)  If a Third Party makes a taxable supply and the Terms & Conditions require a party to the Terms & Conditions(the 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.

(g)  This clause does not merge on completion of the Services and will continue to apply after expiration or termination of the Terms & Conditions.

11. Sub-contractors

11.1  Sustainable Certification™ may engage contractors or subcontractors to deliver all or part of the certification services.

11.2  You acknowledge and agree that we may use subcontracted auditors or technical experts to deliver certification activities, including audits, technical reviews, and specialist assessments.

11.3  We will inform you of the identity of any subcontracted auditor or technical expert assigned to your certification activities at the time of audit planning, or as soon as reasonably practicable. If you have a reasonable objection to a proposed subcontractor, you must notify us in writing within 5 business days of notification. We will consider your objection but are not obliged to accommodate it where we cannot source an alternative auditor with appropriate competence.

11.4  All subcontractors engaged by us are required to:

(a) comply with the same confidentiality obligations as our own personnel;

(b) declare and manage any actual, potential or perceived conflicts of interest;

(c) meet the competence requirements applicable to the certification activities they are performing, including any AI-specific competence requirements under ISO/IEC 42006; and

(d) act in accordance with our policies and procedures.

12.  Privacy, confidentiality and communications

12.1  We have a Privacy Policy in place which can be found here: sustainablecertification.com.au/policies/privacy/. We have committed to compliance with the National Privacy Principles. In addition, we endeavour to ensure that our personnel, including contractors, sign non-disclosure agreements. We respect you and your rights. We will not disclose any confidential information about you without first seeking and gaining your permission or as otherwise specified in our Privacy Policy.

12.2  You agree for us to use your contact details for reaching out to you with our offers.

12.3  You must keep confidential, our Intellectual Property and Our Materials (as defined in these Terms & Conditions), all documents received from us with the exception of your Certificate, and publicly available information and must be displayed without any alteration. So, Audit reports, proposals and any other material provided by us under the Services, are confidential and must not be disclosed to any party without our written consent.

12.4  We agree to keep confidential your records and confidential information and only use and disclose it for the purpose of delivery of the Services. We may retain Audit records, working papers and decision records for the period required by ISO/IEC 17021-1, ISO/IEC 42006, JAS-ANZ accreditation rules and applicable law, and may produce them in response to a regulatory or accreditation body request or any Claim including any Third Party Claim.

12.5  You agree to receive emails from Sustainable Certification™ regarding the status of your Application / Certification and other promotional emails. You can opt-out of the receipt of promotional emails at any time should you wish to, in accordance with the Spam Act 2003(Cth) by emailing us at co@sustainablecertification.com.au.

12.6  We are contractually obligated to JAS-ANZ, and various scheme owners such as SERI to share information about you, your Audit facilities, Audit reports and non-conformances etc for oversight. When SC is required to release confidential information (by law or contractual arrangements), you agree for us to release information.

13.  Impartiality and Conflicts of interest

13.1  Sustainable Certification™ is committed to impartiality in the delivery of the Services and maintaining independence from the organisations it certifies.

13.2  You must disclose to us, prior to entering into this Agreement and on an ongoing basis, any circumstances or relationships (whether commercial, financial, personal or otherwise) between you and us that may give rise to an actual, potential or perceived conflict of interest or could be perceived to compromise our impartiality (Conflict).

13.3  You must promptly notify us in writing of any change in circumstances that may give rise to a Conflict or affect our impartiality. You agree the acknowledgement in clause 17.3(c) is material to impartiality of Certification.

13.4  We reserve the right to decline or suspend Certification where we determine, in our reasonable opinion, that a Conflict exists or could reasonably be perceived to exist, which we determine cannot be adequately managed.

13.5  Our personnel involved in your Certification activities are required to declare any actual, potential or perceived conflicts of interest. Where a conflict is identified, the relevant personnel will be excluded from your Certification activities.

14.  Intellectual Property

14.1  All Intellectual Property rights in the Services, Certification Marks, all reports, work products and any other material created, produced or prepared by us in providing the Services to you shall vest in us (unless licensed to us by a Third Party), except as otherwise agreed in writing by the parties.

14.2  All Background IP of a party is proprietary to that party and owned by that party.  Background IP includes all modifications (including any improvements) to that Background IP.  Any modifications to Background IP of a party (including any modifications in the course of delivery of the Services) are the Intellectual Property of that party, regardless of whether the other party was the originator (Originator) and the Originator hereby assigns all right, title and interest in such modifications to the party who is the owner of the Background IP.

14.3  Each party grants to the other party a licence to use their respective Background IP on a royalty-free and non-exclusive basis:

(a) by you to us, solely to deliver the Services;

(b) by us to you for internal use of the Services which may be utilised internally for internal business purposes, but must not to be exploited or commercialised in any other manner; and

(c) by us to you in respect of manuals, software and training programs, solely for internal use, without reproduction or modification.

15.  How do you apply for Certification?

15.1  You must send us an Application which can be found at  https://www.sustainablecertification.com.au/get-a-quote/. We will assess your Application and if acceptable, we will contact you and issue you with a Fee Proposal.

15.2  If you specify a preferred lead Auditor in your Application, we will try to accommodate your preference. If you do not specify a lead Auditor in your Application or your requested lead Auditor is (in our opinion) not suitable or available, we will assign a lead Auditor to you based on your industry profile, the industry profile of the Auditor and the location of the Auditor relative to you.

15.3  Once you receive your Fee Proposal, you must log on to sustainablecertification.com.au, using the supplied Username and Password, to view your Certification details and confirm you wish to accept the quote in the Fee Proposal. Alternatively, you can accept the Terms & Conditions including the Fee Proposal by one of the methods set out in clause 2 above. We will confirm in writing once we have received your acceptance and the Services and certification process will then commence.

16.  Rules governing Audits

16.1  You agree to provide all requested information for completing Audits. If the requested information is not provided, we reserve the right to cancel/suspend the Audit and/or your certification. You also agree to pay all costs with the cancelled Audit.

16.2  You agree without delay to inform us of the occurrence of a serious incident or breach of regulation necessitating the involvement of the competent regulatory authority.

16.3  You agree to provide a list of processes and activities which shall include key hazards and OH&S and other risks associated with processes and any relevant legal obligations coming from applicable OH&S legislations, NDIS, DESE and other relevant regulations.

16.4  You agree that our site sampling will take into account the hazards/risks associated at each site and may decide that sampling is not appropriate but will have to Audit all Sites.

16.5  You agree to provide details of personnel working on, as well as working away from the organisation’s premises.

16.6  You agree to allow the Audit team to interview the following personnel when necessary:

(a) The management with legal responsibilities and legal and regulatory authorities;

(b) Employees representative(s) with responsibility for occupational health and safety;

(c) Personnel responsible for monitoring employees’ health;

(d) Managers of temporary and permanent employees; and

(e) Any other personnel including contractors’ management and employees, managers and employees, performing activities related to the prevention of OH&S.

16.7  You agree to provide details of personnel working on, as well as working away from the organisation’s premises.

16.8  You agree to special Audit(s) as determined by us. The reasons for special Audit(s) may include but not limited to:

(a) Serious incident has occurred; and

(b) Serious breach of legislation has occurred.

16.9  We reserve the rights to suspend/cancel your certification based on the input from these special Audits.

16.10  You agree to demonstrate that you have achieved compliance with the legal OH&S requirements including that of interested parties and other stake holders.

16.11  You agree that certification to a management system does not guarantee automatic compliance to legal and regulatory requirements.

16.12  You agree to the use of ICT (information and Communication Technology) where appropriate. Such technologies will include emails, and/or Skype, Goto meeting. The use of ICT will be restricted to Stage 1 Audits (Initial Certification Audit) and Stage 2 or surveillance (First Surveillance Audit and Second Surveillance Audit), Triennial Audits.  If you do not wish to use such a technology, then we reserve our rights to reschedule the Audit for onsite visit to conduct the Audits to verify compliance. You consent to conform to the material Certification Procedures and to give our employees, representatives, specialists and temporary workers with all co-operation and help required by the Certification Procedures and to empower Sustainable Certification™ to perform the Certification Services requested by you, including sensible access to the premises, offices, reports and records as requested by us.

16.13  You should instantly conform to any sensible prerequisite of Sustainable Certification™ in connection to your product, process or service to meet the certification requested by you, including permitting an agent of an applicable accreditation body to witness a Certification Service being given by Sustainable Certification ™ at a Site.

16.14  You agree to be responsible for the safety of our employees, agents and contractors in activities required under the applicable Certification Procedures, including the provision of all relevant safety or protective clothing and/or equipment and advising us, its employees, agents or contractors appropriately of any safety hazards or special training requirements.

16.15  You agree that for multi-Site Certifications:

(a) we will determine the audit sampling plan in accordance with our accreditation requirements and applicable standards, taking into account the number of Sites, their relative risk, the nature of the activities carried out at each Site, and the results of previous audits; and

(b) not all Sites may be Audited in every Audit cycle. The inclusion of a Site in the sampling plan does not guarantee that Site will be audited at every surveillance visit. However, all Sites remain within the certified scope and must comply with the Certified standard at all times.

16.6  You warrant that all information made available to us is, to the best of its knowledge and belief, complete and accurate.

17.  Certification

17.1  If:

(a) you are not in breach of these Terms & Conditions; and

(b) after assessment of your products, process or service in accordance with the applicable Certification Procedures, Sustainable Certification ™ is satisfied that Certification is appropriate; then we will

(i) grant Certification;

(ii) issue you with a Certificate; and

(iii) if so, requested by you and if relevant, grant or arrange to have granted to you a licence to use the applicable Certification Mark.

17.2  If we are not satisfied that Certification is appropriate and do not grant Certification, we must notify you.

17.3  You acknowledge and agree that:

(a) Certification reflects our opinion, based on Audit sampling, that your management system met the relevant standard at the date of the Certification Audit and is not a continuous assurance, warranty or guarantee;

(b) Certification is not a warranty or guarantee of the safety, performance, accuracy, fitness for purpose or legal compliance of any of your products, services, business activities or any Subject AI System;

(c) we will not, and have not been within the preceding 2 years, engaged in the management, design, operation, advice or consulting in respect of your operations, AI Management System (AIMS) or Subject AI Systems. No statement made by us or our personnel in the course of an Audit (including any Audit, Audit report or associated materials) constitutes advice of any kind including consulting advice;

(d) you remain solely responsible for ongoing compliance with applicable standards and for the design, operation, governance, performance, safety and legal compliance of your products, services and any Subject AI System; and

(e) Certification (and the Certificate and Audit report or materials) is issued solely for your use and does not create any rights in favour of any Third Party. We do not owe any duty of care to any Third Party in connection with any Certification.

17.4  Transfer of Certification

(a) If you hold a current certification (including a certification under ISO/IEC 42001) issued by another certification body and request that your certification, be transferred to us, you must provide us with:

(i) a copy of your current certificate and audit reports from the previous certifier’s certification cycle;

(ii) details of any outstanding non-conformities or conditions attached to your current certification;

(iii) confirmation of the current status of your certification (valid, suspended, or under review); and

(iv) written consent for us to liaise with your previous certification body if required.

(b) We will assess the information provided and may, at our discretion, conduct an Audit or other assessment before determining whether to grant Certification.

(c) We may decline to grant Certification on transfer where:

(i) the existing certification is suspended, withdrawn or subject to unresolved non-conformities; or

(ii) we are unable to verify the status, scope or integrity of your certification or the management system certified.

(d) Where Certification is granted following a transfer, a new Certification Cycle will commence from the date of certification by us.

18.  You have been Certified, but don’t pay our account for provision of Audit services – What happens?

18.1  It is a condition of Certification that you pay your Audit service invoices on time as specified in our tax invoices. If you do not pay or do not pay on time, then your Certification may be withdrawn or suspended or not issued, we may suspend the Services and interest may be charged on the amount owed to us for each day you have not paid at the Default Rate calculated daily and compounding daily.

18.2  Any costs we incur or Loss suffered as a result of a withdrawal of Certification will be payable by you.

18.3  You acknowledge not paying your Audit service invoices increases the cost of Certification.

19.What Certification Marks and links can you use, and how can you use them?

19.1  Subject to clause 14 above and other provisions of these Terms & Conditions including this clause 19 and clause 20, 22 and 23 , our Intellectual Property, Background IP, Certification Marks, any other marks or logos that we use and websites of Sustainable Certification™ belong to us (or are licensed to us by third parties) – you can’t register, attempt to register or use any part of any one of them, without written permission from us.

19.2  Where for or in connection with your Certification you are granted permission from us to use our Intellectual Property, Background IP, Certification Marks, any other marks or logos that we use and websites (including links thereto) of Sustainable Certification™ (Our Materials) which belong to us or are licensed to us by third parties, Each item of Our Materials (for example a Certification Mark) and any other approved documents (such as an Audit report or any Certificate) Audit must be used in their entirety or if in part, on any additional terms (to these Terms & Conditions) that we may specify.

19.3  Subject to clause 14 above, we give you permission to use the Certification Mark for the program for which you are Certified by us (an example of a program is ISO 9001:2015 Certification) – but only for the programs for which you are Certified by us, and only for the period of time that you are Certified. You must not use the Sustainable Certification™ logo, but you may use the other Certification Marks in accordance with the permissions granted under these Terms & Conditions.

19.4  You must not use the Certification Marks or links to our website on any product you buy, distribute, deal with or produce which is then on-sold to a Third Party for resale except with our prior written consent.

19.5 You must comply with the directions, guidelines and policies we issue from time to time in relation to the use of Our Materials, in particular the Certification Marks, in relation to your Certification.

19.6  Unless we have otherwise agreed in writing, your Certification and the right to use Our Materials is only granted to you or any other party we specify in writing in our absolute discretion.  This means that only you (or the party we specify in writing) may use the Our Materials (in particular the Certification Marks) and you must not allow any other person or entity (including a related entity) to do so.  Without limiting the foregoing, unless we agree otherwise in writing:

(a) where you are a franchisor (or master franchisor), your right to use the Certification Marks and any other item of Our Materials does not extend to any of your franchisees (or your sub-franchisor(s)).  You must not use the Certification Marks and any other item of Our Materials in connection with your franchisees (or your sub-franchisor(s)) or allow them to use the Certification Marks and any other item of Our Materials in any manner whatsoever without our prior written consent; and

(b) where your Certification is limited to a particular Site and/or Department, you must only use the Certification Marks any other item of Our Materials and links in relation to that Site and/or Department (as the case may be), and not in relation to any other site, location or department.

19.7  Internet links can be provided by you to our site, but you must not represent that use of the link is anything other than a link to our site (we don’t endorse or recommend organisations, or their products / services and wouldn’t want you to infer we did).

19.8  Our internet site is ours, and you can only link to it, you can’t “frame” (your computer people will tell you what that means) any part of our site, and you can’t use any part of our logo or the Certification Marks as a link (except to our site).

19.9  Your right to use the Certification Marks is conditional on your remaining Certified with us in accordance with the Terms & Conditions. If you stop being Certified with us or we terminate the Terms & Conditions, you must immediately stop using the Certification Marks, our Intellectual Property, Background IP and links.

19.10  You agree not to use our certificates, marks, Logos, in a manner that will cause damage to our reputation

20. Can you use a website link to Sustainable Certification™?

You can put a link on your website to ours, subject to clause 19 above and until the Terms & Conditions or your Certification is terminated or suspended or cancelled. You may wish to proudly display the Certification Marks on your website together with a link to the certification register.

21.  After Certification – what happens?

21.1  After the conduct of a Certification Audit, a recommendation is made to the Certification manager for your Certification at our discretion; the Certification manager then reviews aspects of the Audit planning, Audit conduct and Audit results, and makes an assessment as to the appropriateness of the Certification recommendation. If the recommendation is agreed, then your Certificate is printed and sent to you. You get one Certificate included with your Certification – if you want more, you can order them through your account manager (but you have to pay for these extra Certificates – that’s fair). You can also buy lots of ‘goodies’ through our website – check it out, it’s online shopping for Certified organisations.

21.2  You must not claim to be a Certified organisation until such time as you actually receive the Certificate (but you can say you have been recommended for Certification by the auditor).

21.3  Surveillance Audits are scheduled and conducted approximately every six, nine or twelve months during your Certification with us. The amount of time allowed for these Audits is based on formulae laid down by our accreditation body.

21.4 We plan our Audits months in advance, so if you need to delay or cancel an Audit, you will need to provide at least 14 days’ notice. If the notice provided is less than 14 days, then we may charge you up to 50% of the price of the Audit, as we may not be able to schedule another Audit to fill the spot you vacated. This fee is to support our auditors, who bear the cost of missed work opportunities. Similarly, we may also charge you for any other costs they have incurred, including travel or accommodation costs that are not able to be rescheduled.

21.5 During the period of your Certification, you must check the information we hold on our database sustainablecertification.com.au (using your secure password) and advise us of any changes to those details. Changes to your details must be notified to us instantly.

21.6 You must also have a procedure for ensuring that the information supplied to us is kept up-to-date. If a significant change occurs within your management system i.e. changes significantly affecting your activities and operations (such as change of ownership, changes in personnel or equipment, or if analysis of a complaint or any other information indicates that you are no longer complying with the requirements of us as your Certification body), then we are required by the terms of our accreditation to conduct a re-Audit which will be at a further cost to you. We will disclose this cost before we commence any work.

21.7 You must also notify us of matters which may affect the capability of your management system to fulfil requirements of the standard(s) you are certified against e.g. legal, commercial, contact addresses and sites, scope of operation or major changes to your management system or processes.

21.8 As part of maintaining our accreditation, we are Audited by the accreditation body(ies). One of their requirements is that they must be able to conduct witnessed Audits of us, during our conduct of Audits on our certified clients. The accreditation body(ies) auditor(s) may choose to bring trainee accreditation body auditors. In order for us to meet these requirements, you must agree to be continually open to a witnessed Audit of our activities whilst conducting Audits on your system. We (and our accreditation body(ies)) do try to keep the intrusive nature of Audits to a minimum, but you agree this is necessary to maintain the rigour of the accreditation and Certification process, and will help us to maintain the credibility of the Certification.

21.9 At the end of your three years Certification Cycle (or any other applicable period for a Certification Cycle), a recertification Audit (or other periodical Audit) is conducted. Typically, this will be longer than a surveillance Audit, but shorter than a Certification Audit, after which the next Certification Cycle repeats.

21.10 You consent to us placing certain information about your Certification on our website and providing this information to our accreditation body(ies). This information will be limited to your name and will not directly identify a person or contact details within the organisation. We are required by the terms of our accreditation to make this information available to our accreditation body(ies), and to publish this data. We will still abide by the terms of our Privacy Policy (available through our website, or by request).

21.11  You must, at all times while you are Certified:

(a) comply with all applicable Certification requirements;

(b) ensure that your products, processes and services within the scope of the Certification continue to meet the applicable requirements of the relevant standard; and

(c) implement appropriate changes when they are communicated by Sustainable Certification™ so to maintain the Certification.

21.12  Any Certificate, Audit report or other material we provide to you is for your use only. You must not represent or imply that the Certification is a guarantee of the safety, performance or compliance of any product, service or system, and any reference to Certification must be accurate and not misleading.

21.13  You must ensure that any use, reference, reproduction or publication of any Certificate includes the applicable disclaimer wording to your Certification set out in Schedule 1, as amended and communicated to you by us from time to time, and you must not vary or omit that wording without our prior written consent.

22.  Rules governing use of Certification Marks and links

Subject to these Terms & Conditions (or unless we expressly agree with you otherwise), use of Certification Marks in your applicable sector (as referred to below) is as follows:

(a) Where you operate in a service sector, you may use Certification Marks on or attached to letterheads, envelopes, name cards, business cards, credit cards, solicitors’ letters, consultant reports and training material.

(b) Where you operate in a manufacturing sector you may use Certification Marks on reports, quotations, leaflets about the company, invoices, delivery notes, cart notes and company guarantees (but not product guarantees). On product leaflets the Certification Marks cannot be used unless the text “manufactured under a Certified Management System” appears directly under the label in readable English.

(c) Where you operate in both a service and manufacturing sector (or your sector has both features), the Certification Marks may also be used on buildings, perimeter fences and gates, vehicles, flags and on promotional items. Your use of the Certification Marks should be discrete compared to other trademarks; logos etc, yet still easily readable.

(d) You must still comply with all laws when you display the Certification Marks.

(e) You must not register, or attempt to register, or reserve or protect any Certification Mark.

(f) If you want to use the accreditation mark of one of our accreditation body(ies), then there are other special rules to observe. You must contact your account manager for instructions and a copy of those rules.

23.  Misuse of Certification Marks

If we believe you have misused a Certification Mark or any of our Intellectual Property or Background IP or any other item of Our Materials, we may require you cease the relevant misuse, stating what action we expect you to take. Without prejudice to our rights, if you fail to take that action to discontinue misuse and/or remedy any consequence of the misuse, then we may terminate the Terms & Conditions, suspend or cancel your Certification or the Services and take legal action against you, seeking damages and / or undertakings from you.

24. Indemnity

(a)  You agree to indemnify us for any Loss suffered by us as a result of your or any of your representatives’ breach of the Terms &Conditions.

(b)  You further indemnify us from any Claims made against us and any Loss arising from:

(i) your products, services or business activities;

(ii) any of your Subject AI Systems or AIMS;

(iii) any reliance by a Third Party on Certification or Audit outputs, including any communication by us in relation to the Certification or any Audit;

(iv) any breach of law by you; or

(v) any misuse or misrepresentation of Certification or Certificate, including any reproduction of a Certificate; and

(vi) any regulatory investigation, enforcement action or sanction arising from your activities or non-compliance with applicable law.

(c)  The indemnity in this clause 24 shall be reduced to the extent we caused or contributed to the Loss we suffered.

25.  Can my Certification be cancelled, suspended or withdrawn and can the Terms & Conditions be terminated?

25.1  You can cancel your Certification with us, or we can cancel your Certification (immediately with urgent reason or for a material breach of these Terms & Conditions), or for other breach or good reason after we give you notice and a reasonable time to respond to the notice – for example if you have not remedied non-conformities in your Certification). At all times our issue resolution process is open to you, if you feel you need it.

25.2  Without prejudice to any other rights and remedies we may have and in addition to any other rights of ours to terminate under the Terms & Conditions, we may immediately terminate the Terms & Conditions (and therefore your right to use the Certification Marks, our Intellectual Property, Background IP and links) by written notice to you if you:

(a) breach any provision of the Terms & Conditions and, in our reasonable opinion, the breach:

(i) cannot be remedied;

(ii) can be remedied but is not remedied by you to our reasonable satisfaction within a reasonable time after we give you notice of your breach (and such time shall be specified by us in the notice); or

(b) become subject to an Insolvency Event.

25.3  If we terminate the Terms & Conditions, you must immediately:

(a) cease using the Certification Marks, our Intellectual Property, Background IP and links;

(b) if requested by us, return to us or destroy all materials (and all copies of such materials) provided to you by us; and

(c) comply with applicable provisions of clause 7.

26.  If you change the scope of your operations, what should you do?

(a)  If your scope of operation in your business expands, then your scope of Certification only applies to the scope of your operations recorded on our database and for which Certification has been given. You must not allow anyone to perceive you are Certified for the expanded scope of operations.

(b)  Either immediately after your scope of operation expands, or at your next Audit, you may have the scope of Certification increased. This process involves letting us know of the expanded scope and planning a more in depth Audit. An increase in fees may be payable, depending on how much your scope of operations has expanded.

(c)  If you reduce your scope of operations, it is likely a new Audit plan will have to be developed to suit your new operations. Fees may decrease, depending on how much your scope of operations has reduced.

(d)  You can check your scope of Certification on sustainablecertification.com.au using your secure password.

27.  Complaints and Appeals

27.1  For the purposes of this clause 27:

(a) an appeal means a request by you to reconsider a decision made by us in relation to your Certification, including a decision to refuse, suspend, withdraw or not expand the scope of Certification; and

(b) a complaint means any expression of dissatisfaction, other than an appeal, in relation to our Services, personnel or conduct.

27.2  Appeals

(a) You may lodge an appeal by providing us with written notice setting out the grounds of the appeal and any supporting information within 30 days of the relevant decision.

(b) Appeals will be reviewed by personnel who were not involved in the original decision. We will acknowledge receipt of the appeal within five (5) business days after receipt and notify you in writing of the expected timing of our response.

(c) We notify you in writing of the outcome of the appeal.

(d) Lodging an appeal does not suspend the operation of the relevant decision unless we agree otherwise in writing.

27.3  Complaints

(a) Any complaint must be resolved using our issue resolution process which can be found at  sustainablecertification.com.au, which provides for mediation, appeals, corrective action and preventive action by all parties.

(b) Complaints must be referred through your account manager or lead Auditor at Sustainable Certification™, however if those particular people are an issue in the dispute or subject of the complaint, you may refer the complaint to our Certification officer through the website sustainablecertification.com.au.

(c) Complaints will be managed by personnel who were not involved in the subject matter of the complaint. We will acknowledge receipt of the complaint within five (5) business days after receipt and seek to resolve the complaint within 30 business days (and will inform you of progress to the extent applicable). We will notify you in writing of the outcome.

27.4  JAS-ANZ

27.5  If you are not satisfied with the outcome of a complaint or appeal, you may refer the matter to JAS-ANZ in accordance with its published procedures.

28. Limitation of liability

28.1  To the extent permitted by law, we exclude:

(a) any term, condition or warranty that may otherwise be implied by custom, law or statute;

(b) any liability for Loss caused by our negligence; and

(c) any liability for Consequential Loss.

28.2  Notwithstanding any provision of these Terms & Conditions, to the extent permitted by law, our aggregate liability under the Terms & Conditions in respect of the Services and any Certification (whether in contract, tort (including negligence), under statute or otherwise) shall in no event exceed the lesser of:

(a) three (3) times the total fees actually paid by you to us in the 12 months prior to the date of the Claim, less prior Claims paid to you; and

(b) the amount of $50,000.

28.3  To the extent permitted by law, our liability in respect of any breach of or failure to comply with any consumer guarantee under the Competition and Consumer Act 2010 (Cth) (as amended or replaced from time to time) is limited, at our option, to any one or more of the following:

(a) in the case of goods, to:

(i) the replacement of the goods or the supply of equivalent goods;

(ii) the repair of the goods;

(iii) the payment of the cost of replacing the goods or of acquiring equivalent goods; or

(iv) the payment of the cost of having the goods repaired;

(b) in the case of services, to:

(i) the supplying of the services again; or

(ii) the payment of the cost of having the services supplied again; or

(iii) payment of a refund of the fees paid by you for the relevant Services.

28.4  We will not be liable for a defect in the Services or a part of the Services to the extent that the failure is contributed to by the negligence of a Third Party or you or a breach by you of any of your obligations under the Terms & Conditions.

28.5  You must notify us in writing as soon as reasonably practicable (and not less than within 30 days) after becoming aware of any Claim or circumstance that may give rise to a Claim in connection with the Services or any Certification, including any Claim by a Third Party against you in connection with any Certification (Third Party Claim). To the extent we have been given notice that we will be or are a party to the Third Party Claim you must not, without our prior written consent (not to be unreasonably withheld), admit liability, settle or compromise any Third Party Claim, and must provide reasonable assistance to us in relation to the investigation, defence or settlement of that Third Party Claim, including (without limitation) access to records, your personnel and witnesses.

28.6  Notwithstanding any provision to the contrary of these Terms & Conditions or at law, you must not bring any Claim against us more than the earlier of 12 months after:

(a) the date of the occurrence of the event giving rise to the Claim; and

(a) the date you reasonably should have become aware of the occurrence of the event giving rise to the Claim.

28.7  You agree to indemnify and hold us harmless from and against any and all Claims and liability, damage, cost or expense (including reasonable lawyers’ fees) arising out of or in connection with:

(a )any Claim by a Third Party;

(b) any breach of the Terms & Conditions by you or any act or omission of your representatives which results in a liability to us or any of our respective representatives; and

(c) any misleading or deceptive conduct by you or your representatives.

28.8  Where your Loss is caused by more than one party, our liability is limited to our proportionate share of that Loss, and to the extent permitted by any applicable Apportionment Legislation, is limited to the proportion of the Loss which is just and equitable having regard to the extent of our responsibility for that Loss.

28.9  This clause does not limit liability to the extent it cannot be limited at law or where the Loss for a which a Claim is made has been caused by our wilful misconduct or fraud.

29.  Changes to the Terms & Conditions

29.1  When there are changes to this Terms & Conditions, we will notify your nominated contact person either with a link showing how you can view the changes or by mail, and this person can either accept the changes or reject them on your behalf. If you:

(a) reject the changes, we will institute the Issue Resolution process and attempt to resolve the difference of opinion;

(b) accept the changes, they will become the text of the Terms & Conditions that applies from that point forward.

29.2  If you reject the changes, or fail to accept the changes, the existing Terms & Conditions will apply until changed. This will also trigger use of the Issue Resolution process and attempt to resolve the difference of opinion.

29.3  Unless changed and accepted, these Terms & Conditions will remain in force, or until you cancel your Certification with us.

30.  If Certification is suspended or withdrawn, what are the consequences?

If your Certification is suspended or withdrawn, any Certificates issued to you (even if you paid for them) must be returned to us immediately (at your cost), and  you must immediately stop using any of Our Materials and any materials (whether created by you or on your behalf)  which indicates or may give the impression you are a Certified organisation.

You will be removed from the list of Certified organisations; and to regain your Certification you will be required to undergo a thorough examination of your management system in order to be re-Certified.

If you persistently fail to address one or more major non-conformity, then we may reduce the scope of your Certification and/or suspend or modify your Certification to exclude the areas covered by the major non-conformity(ies).

31.  Sustainable Certification’s™ responsibilities to you

In delivery of the Services, we will provide information and update you on the following:

(a) a detailed description of the initial and continuing Certification activity, including the application, initial Audits, surveillance Audits, and the process for granting, refusing, maintaining of certification, expanding or reducing the scope of certification, renewing, suspending or restoring, or withdrawing of Certification;

(b) the normative (mandatory) requirements for Certification;

(c) information about the fees for application, initial Certification and continuing Certification;

(d) Sustainable Certification’s ™ requirements for you, the client, to:

(i)comply with Certification requirements;

(ii)make all necessary arrangements for the conduct of the Audits, including provision for examining documentation and the access to all processes and areas, records and personnel for the purposes of initial verification, Certification, surveillance, midterm, re-verification and re-certification and resolution of complaints;

(iii)ensure all non-conformities are closed out within the allocated timeframe;

(iv)make provisions, where applicable, to accommodate the presence of observers, participants, relevant employees, workers and other relevant stakeholders (e.g. accreditation assessors or trainee Auditor, NDIS Auditors, NDIS workers, NDIS participants); and

(e) documents describing the rights and duties of Certified clients, including requirements, when making reference to Certification in communication of any kind on-line; and

(f) any changes to the requirements for Certification. Sustainable Certification™ will verify that you, the client, complies with the new requirements.

32.  Your responsibilities to Sustainable Certification™

32.1  You agree to promptly notify Sustainable Certification™ of any significant changes, including but not limited to:

(a) changes to your legal, commercial, organisational status or ownership;

(b) changes to your organisation and management (e.g. key managerial, decision-making or technical staff);

(c) changes to your contact address and sites;

(d) changes to your scope of operations under the certified management system;

(e) changes to your management system and your processes; and

(f) any investigation, notice or enforcement action by a relevant regulatory body (including without limitation EPA, Workcover, NDIS commission, DESE, TGA), and you must promptly provide us with copies of any such notices, correspondence or other documents relating to those matters.

32.2  You agree for JAS-ANZ to conduct independent audits, and should you not allow JAS-ANZ, we may have to withdraw the Certification and will report to JAS-ANZ and (if applicable) to the National Disability Insurance Agency for further action.

32.3  You must also promptly provide us with copies of any documents or information reasonably requested by us in connection with any change notified under this clause 32.

32.4  NDIS residential aged care modified pathway obligations

(a) This clause 4 applies to you if you are a residential aged care provider that is registered (or seeking to be registered) under the NDIS and subject to the NDIS residential aged care modified Audit pathway rules.

(b) You must:

(i) notify an approved quality Auditor recognised by the NDIS Quality and Safeguards Commission (AQA) as soon as practicable if you:

(A) lose your accreditation(s) as a residential aged care service (noting this may be at facility or site level); or

(B) become subject to any compliance action, investigation or sanctions, by the Aged Care Quality and Safety Commission (ACQSC); and

(II) promptly make available to the AQA:

(A) your written plan for continuous improvement on an ongoing basis; and

(B) access to all information about governance and operational management responsibilities relevant to NDIS supports and services, including where these responsibilities overlap with those for residential aged care services.

(c) You must, prior to the mid-term Audit required to be conducted 18 months after your NDIS registration date in accordance with section 13B of the National Disability Insurance Scheme Rules made under the National Disability Insurance Scheme Act 2013 (Cth), provide the AQA with:

(i) evidence that you hold current accreditation(s) as a residential aged care service; and

(ii) a signed declaration confirming whether you are subject to any sanctions imposed by ACQSC for non-compliance in relation to your responsibilities as a registered NDIS residential aged care service provider.

32.5  Multisite Certification obligations

(a) Where your AI Management System (AIMS) operates across multiple Sites, premises, or locations, you must declare all Sites within the scope of your Certification at the time of Application and whenever new sites are added.

(b) You must promptly notify us of the addition of any new Site to your operations that falls within the scope of your certified AIMS. We will assess whether the new site must be audited before being included in the certified scope, and additional fees may apply.

(c) The Certificate issued for a multi-Site certification will identify the certified scope and may specify individual sites. You must not represent that any site is certified unless it is identified in the Certificate or has been formally added to the Certified scope in writing by us.

32.6  Subject AI System Disclosure and Change Notification

For an AIMS Certification, you agree to the following additional disclosure and notification obligations in respect of Subject AI Systems within the scope of your Certification:

(a) At the time of Application, and whenever the scope of Certification changes, you must provide us with a written description of each Subject AI System within scope, including:

(i) the intended purpose and use case of the AI system;

(ii) the type of AI system (e.g. machine learning model, generative AI, rule-based system);

(iii) the application domain (e.g. healthcare, finance, recruitment, autonomous systems);

(iv) the risk classification or risk level applied to the AI system under your AIMS; and

(v) the lifecycle stage of the AI system at the time of Certification (e.g. development, deployment, decommissioning).

(b) You must promptly notify us in writing — and in any event within 14 days — of any material change to a Subject AI System within the scope of your Certification, including but not limited to:

(i) changes to the intended purpose, use case, or deployment context of the AI system;

(ii) significant retraining, modification, or version update of the AI system;

(iii) changes to the risk classification or risk level of the AI system;

(vi) decommissioning or replacement of the AI system; or

(v) deployment of any new AI system that falls within the certified scope of your AIMS.

(c) Upon receipt of a notification under paragraph (b) of this clause, we will assess whether a special Audit or scope review is required and will advise you accordingly. Additional fees may apply for any such review or Audit.

(d) Failure to notify us of a material change to a Subject AI System may result in suspension or withdrawal of your Certification.

33.  Insurance

33.1 Insurance

You must:

(a) at your own cost, maintain with reputable insurers adequate insurance policies, including public liability insurance, professional indemnity insurance (where applicable) and any other insurance reasonably required having regard to the Services and your business activities. Those policies must be maintained for the term of the Certifications we have provided to you and for a reasonable period thereafter, and must cover liability to third parties arising out of or in connection with your products, services and business operations; and

(b)on request, provide us with evidence of such insurances as required in this clause 33.1.

33.2 Waiver of Right of Subrogation

(a) You waive all rights of subrogation against us in respect of any Loss covered or recovered by you under any insurance policy, in connection with this Agreement, the Terms & Conditions, the Certification or any Subject AI System.

(b) You warrant to us that that any insurance policy under which you claim for any Loss connected with the Certification will contain a corresponding waiver of subrogation against us on the basis of clause 33.2(a), and you will use reasonable endeavours to procure such waiver at policy renewal of each insurance policy.

34.  Miscellaneous

34.1 Order of precedence

If there is any inconsistency between the following components comprising these Terms & Conditions, the order of precedence of those components apply in the following order:

(a) The Fee Proposal

(b) these Terms & Conditions;

(c) the Privacy Policies; and

(d) the Processes and Procedures.

To the extent of any inconsistency, a document listed earlier in the above list takes precedence over a document listed below it.

34.2  Governing law

The validity, interpretation and performance of the Terms & Conditions will be governed by the laws of the State of Victoria and of the Commonwealth of Australia.

34.3  No agency

Nothing in these Terms & Conditions creates a relationship of partnership, joint venture, employment or agency between you and Sustainable Certification™. For avoidance of doubt, neither party has authority to act for, bind or represent the other party, and must not hold itself out as having such authority.

34.4  Further assurance

You must do all things and execute all documents reasonably necessary to give effect to these Terms & Conditions.

34.5  Clauses that survive termination

(a) Without limiting or impacting upon the continued operation of any clause which as a matter of construction is intended to survive the termination or expiry of the Terms & Conditions, clauses 10, 12, 14, 19, 21, 24, 28, 33 and 34 survive the termination or expiry of the Terms & Conditions.

(b) Each indemnity contained in the Terms & Conditions is a continuing obligation, independent from the other obligations of the parties and survives the termination or expiry of the Terms & Conditions.  It is not necessary for a party to incur expense or make payment before enforcing a right of indemnity under the Terms & Conditions.

34.6  No waiver

No failure, delay, relaxation or indulgence by either party in exercising any power or right conferred upon it under the Terms & Conditions will operate as a waiver of that power or right.

34.7  Severability

If any provision of the Terms & Conditions is invalid, void or unenforceable, all other provisions which are capable of separate enforcement without regard to an invalid, void or unenforceable provision are and will continue to be of full force and effect in accordance with their terms.

34.8  Assignment

You must not assign or otherwise transfer the benefit of the Terms & Conditions without our prior written consent.

34.9  Notice

Any notice required or authorised to be given or served upon a party pursuant to the Terms & Conditions must be in writing and given by post, email or hand to the other party at the address nominated by that party from time to time, or in the absence of notification at that party’s business address or registered office. Notices received after 5pm on any business day will be deemed received on the next business day.