Terms and Conditions

1. What are the Terms & Conditions about?

The following documents constitute the agreement between your organisation ({userName}, {UserOrg},{EmailID}) and Sustainable Certification™ Pty Ltd (Sustainable Certification™, us, our) in relation to the Services:

(a) these terms and conditions;

(b) the Fee Proposal;

(c) our Privacy Policies; and

(d) the Processes and Procedures.

(Collectively “Terms & Conditions“).

Sustainable Certification™ may (in its absolute discretion) limit your Certification to a particular Site and/or Department. Where this occurs (and unless we advise otherwise), your rights under the Terms & Conditions (including, without limitation, your rights to use any Certification Marks)only apply to that Site and/or Department(as the case may be) and no other site, location or department.

2. Acceptance

Acceptance of the Terms & Conditions may be by any one of the following ways:

(a) by you pressing the “I Accept” button located on our Fee Proposal;

(b) signing and returning a copy of the Fee Proposal;

(c) by performing an act that is done with the intention of adopting or accepting the Terms & Conditions, including but not limited instructing us to commence the Services; or

(d) by oral acceptance.

By accepting the Terms &Conditions the relevant person warrants to us that they have the authority to bind you to the Terms &Conditions.

3. Definitions

Application means the application form found here: https://www.sustainablecertification.com.au/get-a-quote/.

Background IP means the Intellectual Property of a party in existence as at the date of these terms and conditions and includes modifications of that Intellectual Property.

Certification means the independent assessment by Sustainable Certification™, resulting in a declaration that specific requirements under a particular certification standard pertaining to a product, person, process or management system have been met, and Certified has a corresponding meaning.

Certificate means the document issued by Sustainable Certification™ as proof of certification.

Certification Audit means the audit carried out by Sustainable Certification™ at every six, nine or twelve monthly intervals to ensure your Certification can be maintained including:

(a) a certification audit where the audit is carried out by Sustainable Certification™ independent of you, for the purpose of certifying your management system;

(b) a joint audit where Sustainable Certification™ and one or more other auditing organisations cooperate to audit you;

(c) a combined audit where you are being audited against the requirements of two or more management systems standards together; and

(d) an integrated audit where you have integrated the requirements of two or more management systems standards into a single management system and you are being audited against more than one standard.

Certification Mark means any certification marks or other marks or logos determined by us in our absolute discretion and provided to you from time to time where we (in our absolute discretion) decide to grant you permission to use such marks or logos in accordance with the Terms & Conditions.

Certification Procedures means methods, strategies, tools, techniques and procedures by Sustainable Certification™ used in the assessment of a product, process and/or service with an aim to grant or maintenance of Certification.

Client means the company, organisation or individual, or more than one company, organisation or individual acting in partnership, seeking Certification

Consequential Loss means any indirect, incidental, special or consequential loss or damage or loss of expected savings, loss of use, loss of opportunity, loss of profit or anticipated profit, loss of revenue or loss arising from delay, whether or not the possibility or potential extent of the loss or damage was known, notified, in contemplation or foreseeable, and whether arising from a claim under indemnity, contract, tort (including negligence), statute or otherwise.

Compliance breach in DESE ISMS means any breach occurs when there is a failure to comply with established Rules, Policies, Procedures or Guidelines.A contravention against legal requirements directly relevant to RFFR ISMS, including but not limited to contractual requirements under the Deed utilised by DESE that exceed minimum requirements of ISO/IEC 27001. To avoid doubt, any data breach as defined under the Notifiable Data Breaches scheme or GDPR breaches also constitute a compliance breach.

Default Rate means the general interest charge rate as that rate is defined under the Taxation Administration Act 1953 (Cth) as amended or replaced from time to time.

Department means (if applicable) the department of your business which we advise (in our absolute discretion) is the department to which your Certification applies.

Fee Proposal means the fee proposal we will email to you after you make an enquiry or Application with us.

Insolvency Event means the happening of any of the following events (or of an analogous event):

(a) you suspend payment of your debts generally or are or become unable to pay your debts within the meaning of the Corporations Act 2001 (Cth) as amended or replaced from time to time;

(b) you enter into, or resolve to enter into, any arrangement, composition or compromise with, or assignment for the benefit of, your creditors or any class of them;

(c) a receiver, receiver and manager, liquidator, provisional liquidator, administrator, trustee or similar official is appointed over any of your assets or undertakings, an application or order is made for your winding up or dissolution, or a resolution is passed or any steps are taken to pass a resolution for your winding up or dissolution, except for the purpose of an amalgamation or reconstruction;

(d) you become bankrupt; or

(e) you cease or threaten to cease to carry on business.

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 and 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.

Processes and Procedures means processes and procedures listed in these Terms and 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.

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™.

5. Fee Proposal

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

(b) 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 would be issued, (generally up to 3 years).

(c) 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):

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

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

(d) Our fees are also subject to a rise in accordance with the Consumer Price Index, if it has risen on or soon after the 1st of July each year and we will notify you of same.

6. Early termination of Services

(a) Where:

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

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

(iii)   we terminate the provision of Services for cause under clause 21; and

(iv)   you have paid us a portion of fees for Services in advance in accordance with clause 5(c) or      otherwise as agreed,

you agree that the portion of fees paid in advance are non-refundable and become our absolute property, and that such fees represent a genuine pre-estimate of the loss suffered by us for the early termination of our Services (including any Fee Proposal).

(b)  If clauses6(a)(i) and 6(a)(ii)or 6(a)(iii)apply but to the extent you have not paid any fees in advance you must pay us:

(i)   50% of the fees (for each Certification) that would have been payable for the Services covered by the applicable Fee Proposal or agreed fee arrangement for the Services; and

(ii)   within ten (10) business days after the date you terminate our Services unless we agree otherwise, and

and both of us agree that the amount in clause 6(b)(i) represents a genuine pre-estimate of the loss suffered by us for the early termination of our Services (including any Fee Proposal).

7. 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.

8. 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.

9. Goods and services tax (GST)

(a)   Words or expressions used in this clause that are defined in theA 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 (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 and will continue to apply after expiration or termination of the Terms & Conditions.

10. Sub-contractors

You acknowledge and agree to our use of contractors or sub-contractors in delivering the Services.

11. What about privacy, confidentiality and communication?

(a) We have a Privacy Policy in place which can be found here: www.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 the Privacy Policy.

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

(c) You must keep confidential, our Intellectual Property, 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.

(d) 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.

(e) When SC is required to release confidential information ( by law or contractual arrangements), you will be notified of the information released.

12. Intellectual Property

(a) 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.

(b) 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.

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

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

(ii)  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

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

13. How do you apply for Certification?

(a)  You must send us an Application which can be found here 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.

(b)   If you specify a preferred lead auditor in your Application, we will try to accommodate your preference. If you don’t specify a lead auditor in your Application or your requested lead auditor is not suitable or available, we will assign one to you based on your industry profile, the industry profile of the auditor and the location of the auditor relative to you.

(c)   Once you receive your Fee Proposal, you must log on to www.sustainablecertification.com.au, using the supplied Username and Password, to view your Certification details and confirm you wish to accept the quote. 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.

14. Rules governing Audits

(a)  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.

(b)  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.

(c)  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.

(d)   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.

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

(f)    You agree to allow the Audit team to interview the following personnel when necessary

1.  The management with legal responsibilities and legal and regulatory authorities
2.   Employees representative(s) with responsibility for occupational health and safety

(g).   Personnel responsible for monitoring employees’ health

1. Managers of temporary and permanent employees.
2.  Other personnel including contractors’ management and employees , managers and  employees performing activities related to the prevention of OH&S. You agree to provide details of personnel working on, as well as working away from the organisation’s premises.

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

1.   Serious incident has occurred
2.  Serious breach of legislation has occurred

(i) We reserve the rights to suspend/cancel your certification based on the input from these special audits.

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

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

(l) You agree to the use of ICT (information and Communication Technology) where appropriate. Such technologies will include emails, and/or Skype, Goto meeting. We hasten to add the use of ICT will be restricted to Stage 1 audits and Stage 2 or surveillance , 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.

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.

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.

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

15. Certification

If:

(a) you are not in breach of these terms and 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.

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

16. We have been Certified, but don’t pay our account for provision of audit services – What happens?

(a)   It is a condition of Certification that you pay your audit service invoices on time as specified in our tax invoices. If you don’t pay or don’t pay on time, then your Certification may be withdrawn or suspended or not issued , we may suspend the Services and interest may be charged at the Default Rate.  Any costs we incur as a result of a withdrawal of Certification will be payable by you. But we know Certified organisations are responsible, and won’t let this happen.

(b)   Not paying your audit service invoices increases the cost of Certification, and it is much better and friendlier to pay your invoices on time.

(c)   We are sure you appreciate we try really hard to keep your Certification costs low, and that you want us to keep costs low. Paying your invoices on time helps us to achieve this.

17. What Certification Marks and links can we use, and how can we use them?

(a)    Subject to clause 11 above, 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. All documents (Audit reports, certificates) must be used in its entirety.

(b)   Subject to clause 11 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 can’t use the Sustainable Certification™ logo (that’s ours to use), but you may use the other Certification Marks in accordance with the Terms & Conditions.

(c)   You must not use the Certification Marks or links to our website on any product you produce which is then on-sold to a third party for resale except with our prior written consent.

(d)   You must comply with the directions, guidelines and policies we issue from time to time in relation to the use of the Certification Marks, our Intellectual Property, Background IP, links and other matters related to your Certification.

(e)   Unless we have otherwise agreed in writing, your Certification and the right to use the Certification Marks, our Intellectual Property, Background IP and links 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 Certification Marks, our Intellectual Property, Background IP and links, 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:

(i)     where you are a franchisor (or master franchisor), your right to use the Certification Marks, our Intellectual Property, Background IP and links does not extend to any of your franchisees (or your sub-franchisor(s)).  You must not use the Certification Marks, our Intellectual Property, Background IP and/or links in connection with your franchisees (or your sub-franchisor(s)) or allow them to use the Certification Marks, our Intellectual Property, Background IP and/or links in any manner whatsoever without our prior written consent; and

(ii)   where your Certification is limited to a particular Site and/or Department, you must only use the Certification Marks, our Intellectual Property, Background IP 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.

(f)   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).

(g)   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).

(h)   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.

(i)     You agree not to use our certificates, marks. Logos, in a manner that will cause damage to our reputation

18. Can we use a website link to Sustainable Certification™?

Yes – you can put a link on your website to ours, subject to clause 14 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.

19. After Certification – what happens?

(a) 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.

(b) 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).

(c) 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.

(d) 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.

(e)   During the period of your Certification, you must check the information we hold on our database www.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.

(f)   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.

(g) 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.

(h)   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 we’re sure you would like to maintain the rigour of the accreditation and Certification process, and will help us to maintain the credibility of the system.

(i)   At the end of your three year Certification cycle (or any other applicable 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, and the whole process continues again.

(j)   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).

(k) You will always fulfil the certification requirements including implementing appropriate changes when they are communicated by SCPL.

(l) The certified product continues to fulfil the product requirements

20. 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.

21. What happens if we misuse the Certification Marks?

If we believe you have misused a Certification Mark or any of our Intellectual Property or Background IP, we may choose to contact you, using the details on our database, detailing what we believe to be wrong, and stating what action we expect you to take. Without prejudice to our rights, if you fail to take that action or other appropriate action, to discontinue misuse 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.

22. Indemnity

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.

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

Yes. You can cancel your Certification with us, or we can cancel your Certification (immediately with urgent reason, or for good reason after we give you notice and a reasonable time to respond to the notice. E.g. you have not closed off non conformities.). At all times our issue resolution process is open to you, if you feel you need it.

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; or

(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.

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 6.

24. If we change the scope of our operations, what happens?

If your scope of operation expands, then your scope of Certification only applies to the scope of your operations recorded on our database. You must not allow anyone to perceive you are certified for the expanded scope of operations.

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.

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.

You can check your scope of Certification on www.sustainablecertification.com.au using your secure password.

25. Complaints and disputes – What do we do?

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

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 officer through the website www.sustainablecertification.com.au

26. Limitation of liability

(a)   To the extent permitted by law, we exclude:

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

(ii)   any liability for loss caused by our negligence; and

(iii)   any liability for Consequential Loss.

(b)   To the extent permitted by law, our liability under the Terms & Conditions in respect of the Services shall in no event exceed the total price in the Fee Proposal.

(c)   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:

(i)   in the case of goods, to:

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

(B)   the repair of the goods;

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

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

(ii)   in the case of services, to:

(A)   the supplying of the services again; or

(B)   the payment of the cost of having the services supplied again.

(d)   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.

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

(i)   any claim by a third party;

(ii)   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; or

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

27. Changes to the Terms & Conditions – How will I know things have changed?

When there are changes to this Terms & Conditions, we will notify your nominated contact person either with a link showing how they can view the changes or by mail, and this person can either accept the changes or reject them. If you reject the changes, we will institute the Issue Resolution process and attempt to resolve the difference of opinion. If you accept the changes, they will become the text of the Terms & Conditions that applies from that point forward.

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

Unless changed and accepted, this Terms & Conditions will remain in force for a maximum of 20 years, or until you cancel your Certification with us.

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

If your certification is suspended or withdrawn, any Certificates you have (even if you paid for them) must be returned to us immediately (at your cost); you must immediately stop using any material 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 including suspension, and/or to exclude the areas covered by the major non-conformity(ies).

29. Order of precedence

If there is any inconsistency between various components of the Terms & Conditions, the order of precedence of those component parts is as follows:

Ranking  Document
1. These terms and conditions
2. The Fee Proposal
3. The Policies
4. The Processes and Procedures

with the higher ranked components prevailing over the lower ranked components, to the extent of any inconsistency between them.

30. 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.

31. 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, 11, 14, 17, 19 and 23survive 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.

32. 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.

33. 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. Assignment

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

35. 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, facsimile 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.

36. SCPL’s responsibilities to you (the client):

We will provide information and update you, the client, 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) SCPL’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 nonconformities 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);

(e) documents describing the rights and duties of certified clients, including requirements, when making reference to certification in communication of any kind in line

(f) We shall give you, the client, due notice of any changes to the requirements for certification. SCPL will verify that you, the client, complies with the new requirements.

37. Your (the client) responsibilities to SCPL:

To notify SCPL in a timely manner of any significant types of change such as:

(a) Legal, commercial, organisational status or ownership;

(b) Organisation and management (e.g. key managerial, decision-making or technical staff); c) Contact address and sites;

(c) Scope of operations under the certified management system;

(d) Major changes to the management system and processes

(e) notification from any relevant bodies (for example  EPA, Workcover, NDIS commission, DESE, TGA).

(f) 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 to the NDIS commission for further action.

38. DESE specific requirements

You agree to tell us of any compliance breach within 24 hours of its realisation of its occurring,  and you also allow us to report to the department and other authorities with legislated responsibility for data breaches, or any compliance breach within 24 hours of its realisation of its occurring.

(a) You agree to provide us your contract with the department.

(b) You agree to provide the audit report to the department and any revision to this within 7 days

(c) Should you refuse to provide the report we reserve the right to do so

(d) You agree for us to undertake short notice audits whenever there has been a compliance breach and also includes RFFR ISMS related concerns raised by the department or other government agencies, by end users of services and in online feedback, reviews, or commentary about you.

39. NDIS RAC modified pathway requirements (if applicable)

1. Advise the AQA as soon as practicable where it:
a. Loses its accreditation(s) as a residential aged care service (noting this may be at facility or site level);
b. Is subject to compliance activities, including sanctions, by the ACQSC;

2. Make available its written plan for continuous improvement on an ongoing basis; and

3. Provide the AQA with 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.

4. The agreement will also establish expectations for the provider to confirm certain information with the AQA, prior to the mid-term audit, required to commence 18 months after the date of registration by the NDIS Commission, in accordance with section 13B of the Rules. This includes:

5. Evidence of holding current accreditation(s) as a residential aged care service; and

6. A signed declaration of whether it is currently subject to sanctions for non-compliance with aged care responsibilities by the ACQSC.