Auditing Services Agreement

Sustainable Certification
ABN 23 134 489 124

[name of contractor]
[ABN/ACN/ARBN] [number]

AUDITING SERVICES AGREEMENT

THIS AUDITING SERVICES AGREEMENT is made on <<Date>>

BETWEEN

Sustainable Certification
ABN 43 134 489 124 of
Level 5, 326 William Street, Melbourne, Victoria, 3000
(SC)
<<Company Name>>
ABN <<ABN>>
<< Address>>

AND

(Contractor)
RECTICALS
A.

Sustainable Certification has agreed to engage the Contractor to provide Auditing services.

B.

The Contractor and Sustainable Certification wish to record their agreement for the supply of Services
by the Contractor to Sustainable Certification .

IT IS AGREED by the parties as follows:

1.

DEFINITIONS AND INTERPRETATIONS

1.1 DEFINITIONS
Sustainable Certification Representative: Sustainable Certification approved Client
Sustainable Certification Representative
Business Day means a day which is not a Saturday, Sunday or public holiday;
Business Hours means any time between 7.00 am and 5.00 pm;
Terms & Conditions means the Code in Schedule 2 of this Auditing Services Agreement
Contract means Auditing Services Agreement.
Commencement Date means the commencement date specified in Item 3 of Schedule 1.
Contractor Representative means the person named in Item 2 of the Schedule 1.
Customer means a Sustainable Certification customer:
(a) who has requested a Service; or
(b) in relation to whose Site, Sustainable Certification considers Services are required;
SC Representative means the person named in Item 1 of the Schedule 1.
Services means the services described in clause 4.1(a).
GST means GST within the meaning of the GST Act.
GST Act means the A New Tax System (Goods and Services Tax) Act 1999, as amended or
replaced from time to time.
Work Order means a written request/email by Sustainable Certification that is subject to
clause 4 of this Agreement.
Tax Invoice has the same meaning given to the term in the GST Act.
Termination Date means the termination date specified in Item 4 of Schedule 1, or as amended
from time to time by agreement between the parties.
1.2 INTERPRETATION
In the interpretation of this Agreement (except to the extent to which such interpretation shall be
excluded by or repugnant to the context):
(a) any reference to a document or agreement, or a provision of a document or agreement, is to
that document, agreement or provision as amended, supplemented, replaced or novated;
(b) clause headings shall not affect the construction of this Agreement;
(c) references to clauses and schedules are references to clauses and schedules of this
Agreement;
(d) the schedules form part of this Agreement
(e) any reference to consent or approval of a person shall be construed to require that consent

or approval to be in writing and to be given for each separate occasion notwithstanding any
previous consent or approval for the like purpose or purposes;
(f) references to legislation (including subordinate legislation) is to that legislation as amended,
re-enacted or replaced, and includes any subordinate legislation issued under it;
(g) words importing persons shall include corporations, words importing the singular or plural
number shall include the plural and singular number respectively, words importing one gender
shall include each other gender as the case may require;
(h) The word Agreement includes an undertaking or other binding arrangement or
understanding, whether or not in writing;
(i) The words subsidiary, holding company and related body corporate have the same meanings
as in the Corporations Act 2001 (Cth);
(j) If a party to this Agreement is made up of more than one person, or a term is used in this
Agreement to refer to more than one party:
(i) an obligation of those persons is joint and several;
(ii) a right of those persons is held by each of them severally; and
(iii) any other reference to that party or term is a reference to each of those persons
separately, so that (for example) a representation, warranty or undertaking is given by each of
them separately.
2.

RELATIONSHIP AND SERVICES

2.1 CONTRACTOR TO PROVIDE SERVICES

The Contractor must provide the Services in accordance with this Agreement.
2.2 RELATIONSHIP OF PARTIES
The relationship of Sustainable Certification and the Contractor under this agreement is that of
principal and independent contractor. This Agreement does not make either party a joint venturer,
partner, employee or agent of the other. No act or omission of either party is to bind the other
party except as expressly set out in this Agreement.
2.3 NO WITHHOLDINGS
Sustainable Certification is not responsible for withholding or remitting any payment for an
impost such as tax or superannuation in respect of the Contractor or any of its representatives.
The Contractor is responsible for all taxes and levies relating to, or in connection with, the
provision of the Services by the Contractor to the Company, including but not limited to any
income taxation payments or superannuation payments required under the relevant legislation.
The Contractor is responsible for all superannuation, annual leave, personal leave, long service
leave, income tax, workers compensation, and occupational health and safety for the Contractor
and its employees, agents and subcontractors.
2.4 PERFORMANCE BY CONTRACTOR
The Contractor must itself do the work needed to provide the Services, or do that work through

representatives who have appropriate qualifications and skills.

3.

REPRESENTATIVE

3.1 Sustainable Certification appoints the Sustainable Certification Representative named in

Item 1 of Schedule 1 to be the point of contact with the Contractor. The Sustainable
Certification Representative is authorised to give directions and instructions to the Contractor
from time to time.
3.2 The Contractor appoints the Contractor Representative named in Item 2 of Schedule 1 who
will be the point of contact with Sustainable Certification for the provision of the Services and
administration of this Agreement as set out. The Contractor confirms that the Contractor
Representative is authorised to act on behalf of the Contractor, and shall ensure that the
Contractor Representative is reasonably available throughout the term of this Agreement.
4.

WORK ORDERS AND AUDITORS RESPONSIBILITY

4.1 The Work Order will, subject to clause 4.2, set out:
(a) the address of the Site at which the Services are to be performed;
(b) the time by which the Services must be completed;
(c) the time by which the Contractor is to attend the Site;
(d) the name of the Customer; and
(e) the extent to which the Services are third party certification.
4.2 When Sustainable Certification issues the Contractor with Work Orders, Sustainable
Certification shall require the Services to be performed between:
(a) Business Hours on Business Days; and
(b) Any other time for which the Contractor is scheduled to be available.
(c) The contractor must accept the work order within 10 days of receiving the work order.
4.3 Sustainable Certification shall set out the times the Contractor may accept Work Orders to
perform Services outside Business Hours.
4.4 The Contractor shall be responsible for the audit plan to be completed and sent at least 14
days prior to scheduled audit, filing audit report(s) within 10 days of completing an audit with
Sustainable Certification .
4.5 The Contractor shall keep records of customer's signature in relation to opening and closing
of audit meetings and provide if necessary.
4.6 If for whatever reason Sustainable Certification or the contractor cancels a scheduled audit
pursuant to a work order then Sustainable Certification has th right to;
(a) not to pay the auditor and/or
(b) change the auditor if the customer insists that audit be performed as per the schedule

5.

PAYMENT

5.1 When Sustainable Certification acts as the AM they shall make payments to the Contractor
of the Charges set out in Item 5 of Schedule 1 and will pay the amount of the tax invoice within
45 days of receiving the tax invoice.
5.2 In addition to all other rights or remedies available to it, Sustainable Certification may
deduct or set off against payments otherwise payable to the Contractor, all amounts owed to the
Contractor by Sustainable Certification , including damages costs or expenses incurred or
suffered by Sustainable Certification for which it is entitled to be reimbursed by the Contractor.
5.3 Unless otherwise specified, the Charges are inclusive of GST.
5.4 If the Contractor is registered for the purposes of GST, the Contractor must issue a tax
invoice for every taxable supply made, and the Contractors right to payment under this clause 5
is subject to the delivery of a tax invoice to Sustainable Certification . All tax invoices must be
provided by the Contractor to Sustainable Certification in the form provided in s. 29-70 of the
GST Act, and must be provided by the Contractor to Sustainable Certification .
6.

DURATION AND TERMINATION

6.1 This Agreement shall commence on the date specified in Item 3 of Schedule 1 (the
'commencement date') and continue for a term of 1 year, from the date of commencement. Can
we set up a control that the system will allocate an expiry date of one year since acceptance in
their profile which will drop on my dashboard when an Lead Auditor needs to review and accept
the agreement again? ( similar to how we have the insurance dates for AMs) When they login at
expiry they will be asked to accept the Agreement again, the SC system will need to record all
dates for tracking purposes, the system should also ask the Lead Auditor to upload the Insurance
Certificates . They should also be able to upload their insurance certificates at the time of initial
application similar uploading of their other documents ie. CV , training certificates etc.
6.2 Notwithstanding anything else in this Agreement, Sustainable Certification may terminate
this Agreement:
(a) at any time by written notice with immediate effect where the Contractor, its employees,
agents or contractors be guilty of any dishonesty, serious misconduct or serious neglect of duty;
(b) where the Contractor is in breach of the terms of this Agreement, and in the case of a breach
capable of remedy, by written notice to the Contractor where the breach has not been remedied
within 14 days after the Contractor having received notice thereof from Sustainable
Certification specifying that breach and requiring its remedy;
(c) where the Contractor is in breach of the terms of this Agreement, and in the case of a breach
not capable of remedy, by written notice to the Contractor;
(d) where the Contractor refuses to comply with any reasonable instructions or directions given
by Sustainable Certification ;
6.3 Sustainable Certification may terminate this Agreement immediately upon the happening to
the Contractor of any of the following events, namely:
(a) if it enters into a Deed or Arrangement or an order is made for it to be wound up;
(b) if a receiver or receiver/manager is appointed to the undertaking of the Contractor;
(c) if it is placed under official management;

(d) if it commits an act of insolvency;

7.

INTELLECTUAL PROPERTY

7.1 The Contractor hereby agrees and acknowledges that any Intellectual Property created,
discovered or arising from the performance of the Services or its obligations under this
Agreement ('Contract IP') shall immediately upon creation vest in and be the property of
Sustainable Certification .
7.2 The Contractor shall only disclose Contract IP related to this Agreement to Sustainable
Certification .;
7.3 The Contractor shall obtain all necessary rights and licences and pay all necessary fees in
relation to the use of any Intellectual Property subsisting in any matter, thing or process used or
to be used by the Contractor for the purpose of the Services or otherwise in relation to this
Agreement where such Intellectual Property is owned by a third party ('Third Party IP').
7.4 Sustainable Certification acknowledges and agrees that this clause 7 does not affect
ownership of any Intellectual Property created by the Contractor prior to, or independently of, this
Agreement.
7.5 Termination or expiration of this Agreement for any reason shall not affect any rights of
Sustainable Certification or obligations of the Contractor arising under this Clause 7.
8.

CONFIDENTIALITY

8.1 In the course of providing the Services the Contractor may be provided with certain
information concerning the current or proposed business, commercial, technical and financial
operations of Sustainable Certification and its customers which is confidential in nature
(Confidential Information). The Contractor agrees to hold in strictest confidence the Confidential
Information disclosed to it and will not use the Confidential Information for any purposes other
than as strictly required by this Agreement.
8.2 The Contractor will only disclose the Confidential Information to those of its directors, officers,
employees, agents, legal advisers, auditors and contractors who strictly require that Confidential
Information for the purpose of providing the Services.
8.3 The Contractor shall keep the Confidential Information confidential and not use, copy or
disclose any Confidential Information for any purpose other than the purposes of this Agreement.
8.4 The Contractor must, on request by Sustainable Certification , return promptly to
Sustainable Certification the Confidential Information supplied to it and all copies made of the
Confidential Information.
8.5 The Contractor will maintain the confidentiality of the information and data provided to
Sustainable Certification in the provision of the Services, and agrees that the data and
information provided will not be used for any other purpose or supplied to any third party without
the prior written consent of SC.
8.6 The obligations contained in this Clause 7 shall not apply to Confidential Information that is or
becomes publicly available otherwise than as a result of a breach of this Agreement.
8.7 The rights of SC and the obligations of the Contractor under this Clause 8 shall survive
expiration or termination of this Agreement for any reason.

9.

INSURANCE AND INDEMNITY

9.1 The insurance policies must:

(a) be approved by Sustainable Certification , with insurers approved by Sustainable
Certification and
(b) must note this Contract.
9.2 The Contractor shall provide Sustainable Certification with evidence that the insurance
policies are in force and comply with this clause.
(a) the negligent or wilful act or omission of the Contractor or its officers, employees, agents and
contractors;
(b) any breach or default by the Contractor under this Agreement,
except to the extent that the action, proceeding, loss, damage or claim was caused directly by
the wilful or negligent act or omission or breach of contract of Sustainable Certification or its
officers, employees, agents or contractors.
9.3 The rights of Sustainable Certification and the obligations of the Contractor under this
Clause 9 shall survive expiration or termination of the Contract for any reason.
9.4 The Contractor shall indemnify and keep indemnified Sustainable Certification and its
officers, employee and agents (on whose behalf and for whose benefit Sustainable
Certification shall be deemed to be contracting in this clause 9.4) against all actions,
proceedings, loss, damages and claims to the limit of the insurances outlined in this Agreement
that may be brought or made against Sustainable Certification and its officers, employee and
agents in relation to any injury, loss of life, loss of or damage to any property, or financial or other
loss to the extent it is caused or contributed to by:
9.5 The Contractor must, on request by Sustainable Certification , return promptly to
Sustainable Certification the Confidential Information supplied to it and all copies made of the
Confidential Information.
9.6 The Contractor will maintain the confidentiality of the information and data provided to
Sustainable Certification in the provision of the Services, and agrees that the data and
information provided will not be used for any other purpose or supplied to any third party without
the prior written consent of SC.
9.7 The obligations contained in this Clause 7 shall not apply to Confidential Information that is or
becomes publicly available otherwise than as a result of a breach of this Agreement.
9.8 The rights of SC and the obligations of the Contractor under this Clause 8 shall survive
expiration or termination of this Agreement for any reason.
10. COMPLIANCE WITH LEGISLATION AND Terms & Conditions

10.1 At all times during the term of this Agreement, the Contractor shall conform at its own cost
and expense with all applicable acts, regulations, by-laws, ordinances or orders and the lawful
requirements of any public, municipal or other authority so far as the same may affect or apply to
the Contractor or the Services being provided by the Contractor.
10.2 The Contractor shall conform to the Terms & Conditions in Schedule 2 of this Agreement at
all times during the term of this Agreement.

11. VARIATION

11.1 Any variation or amendment to this Agreement must be in writing and signed by both
parties.
12. ASSIGNMENT

12.1 The Contractor shall not assign this Agreement without the prior written consent of
Sustainable Certification .
12.2 Sustainable Certification may at its sole discretion assign, transfer or novate this
Agreement.
13. OBLIGATIONS ON TERMINATION OR EXPIRY

13.1 Upon termination or expiry of this Agreement, the Contractor must within 10 business days
deliver to Sustainable Certification any and all data, documents, records plans maps diagrams,
designs, manuals software or other material comprising the Confidential Information or the
Contract IP and return to Sustainable Certification any equipment provided by Sustainable
Certification in the same condition as at the date of this Agreement (fair wear and tear
excepted).Sustainable Certification reserves the right to restrict access to the SC database at
the time of termination or expiry
14. NOTICES

14.1 All notices between the parties shall be in writing and delivered to the address of that party
as set out above. Any notice may be delivered by personal delivery, prepaid post, or facsimile.
15. GOVERNING LAW

15.1 This Agreement shall be construed and interpreted in accordance with the laws of the State
of Victoria. Each of the parties hereto submits to the jurisdiction of the Courts of Victoria.
16. ENTIRE AGREEMENT

16.1 This Agreement contains the entire agreement between the Parties with respect to the
provision of the Services and supersedes all prior representations, agreements and negotiations.
17. SEVERABILITY

17.1 The whole or any part of any clause of this Agreement that is illegal or unenforceable will be
severed and will not affect the continued operation of the remaining provisions of this Agreement.
18. NON SOLICITATION AND NON COMPETE

18.1 During the term of this agreement and for a period of 2 years subsequent to the termination
of this agreement, the contractor shall not, without the prior consent of Sustainable

Certification , directly, indirectly, or through any other party solicit business from or perform
services for any direct or indirect Sustainable Certification Customer or any other prospective
Sustainable Certification Customer whom the contractor had any contact with or exposure to at
any time during the term of this agreement.
19. COMPLIANCE

19.1 The contractor must at all times comply with the following requirements of this Agreement:
(i) use Sustainable Certification business cards;
(ii) use Sustainable Certification Logos on work clothes and
(ii) use best endeavours to promote Sustainable Certification ;

EXECUTED as an Agreement on

2012

SIGNED for and on behalf

of Sustainable Certification .

)
) ______________________________________

by ______________________________________

)
)

title _____________________________________

)
)

who is duly authorised

in the presence of:

_______________________________________________

Witness

SIGNED for and on behalf

of Insert Company Name

)
) ______________________________________

by ______________________________________

)
)

title _____________________________________

)
)

who is duly authorised

in the presence of:

_______________________________________________

Witness

SCHEDULE 1
Contract details

Item 1

Sustainable Certification Representative

Swami Nathan

Item 3

Contractor Representative
<< Contact Name>>

Item 2

SCHEDULE 2
Terms & Conditions

Commencement Date

<<Date>>
WHAT IS THIS
Terms & Conditions ABOUT?
Item 4
Termination Date
This Terms & Conditions covers the contractual relationship between you (you) and Sustainable Certification
(Sustainable Certification
, us, our). It applies from the time you accept these clauses by signing this agreement.
<<Date>>
Item
5
Payment together comprise:
The contract
documents
Item1.
6
2.

This Terms
& Conditions
Insurances
The Secrecy
and Nondisclosure
Professional
Indemnity agreement
<< Value>>

Public
Liability
By accepting this
Terms
& Conditions you agree you have the authority to bind yourself into the terms of this Terms
<<
Value>>
& Conditions, until such time as your services are terminated by being withdrawn, cancelled, suspended, or by your
resignation in accordance with the clauses below - whichever comes first.
Defects Liability and Trade Practices Liability
<< Value>>
You also agree to receive emails from Sustainable Certification regarding the status of your Application /
Certification and other promotional emails. Note: you can opt-out of this at any time should you wish to, in
accordance with the Spam Act.

WHAT DOES THIS Terms & Conditions APPLY TO?

It applies to you. It applies to Sustainable Certification and any organization or person which purchases or
acquires Sustainable Certification . You are engaged by Sustainable Certification under this contract
agreement to undertake services in the role for which you applied and were accepted.

You will be paid through the organisation which manages the clients which you are assigned to audit. It is important
to remember that Sustainable Certification takes full responsibility for granting, maintaining, extending, reducing,
suspending and withdrawing certification.

While carrying out auditing or other services for Sustainable Certification under this contract, you are a
representative of Sustainable Certification (not yourself or any other organization to whom you may be
contracted). Sustainable Certification procedures and processes must be followed.

WHAT IS AN 'AUDITOR?' WHAT IS A 'TECHNICAL EXPERT'?

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

In this Terms & Conditions the term 'Auditor' includes 'Technical Expert' the only difference between the two, is
that a Technical Expert is not permitted to audit alone (unless they are also an Auditor)

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

TO BE APPROVED AS A LEAD AUDITOR/AUDITOR/TE/ATSU WITH Sustainable

Certification YOU MUST PROVIDE:

Completed Online Application

Detailed up to date CV/Resume

Relevant Approved Training Certificates for the role they are applying (eg. Lead Auditor training course
QMS)

Audit Log to demonstrate at a minimum the number of hours completed to act as an Auditor in the
relevant area (QMS, OHS etc)

Evidence to demonstrate satisfactory knowledge of JAS-ANZ/ ISO procedures for auditing - this can be
demonstrated through a declaration, initial interview, a copy of an audit plan , report or NC identification
and resolution from previous audit ( obviously we understand there are privacy requirements however we
will require to see some evidence in this area)

Any other relevant certificates or documentation to support your application in regards to education and
training in specific industry sectors.

Signed Secrecy and Non Disclosure form.

Once approved to be allocated to audit specific clients Lead Auditors are required to complete their Program,

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

HOW DO I 'CLAIM' ANZSIC CODES?

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

BEING ASSIGNED TO A CLIENT FILE:

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

Confirm the ANZSIC code applied by the client

Confirm the scope on initial application from the client

Relevant Approved Training Certificates for the role they are applying (eg. Lead Auditor training course
QMS)

Enter the Risk Factors associated with each program specific to the clients scope

Enter the Technical areas associated with the client scope

Confirm the Duration matrix set by the Certification Manager.

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

AUDIT PLAN:
Lead Auditor must complete the audit plan at a minimum 14 days prior to the audit. The audit plan requires a
detailed description of what you intend to cover over the duration of the audit along with where the audit will be
conducted, what sites will be visited (if applicable) and the times the audit will be carried out.

AUDIT REPORTS:
Lead Auditors must have completed and closed completely all audit reports within 10 days of audit completion, with
recommendation clearly stated in the summary of the report. All NC's are to be entered through the online system
also.

INVOICING:
Lead Auditor is to invoice as per the agreed fees, directly to the Sustainable Certification Representative.

NC's:
All NC's must be followed up, managed and closed or downgraded prior to the expiration date as set out under the
SC NC procedure by the Lead Auditor.All of the above is to be monitored by yourself and the assigned Sustainable
Certification Representative.Where there are system queries these are to be directed to the Certification
Officer/Manager.

PERFORMANCE ASSESSMENT:
Once approved as a Lead Auditor in the Sustainable Certification system a Peer Review of the auditor will be
schedule for the first convenient date possible no longer than 12 months after the approval date. The Peer
Review is carried out by an approved Sustainable Certification Peer reviewer.
The Auditor being reviewed will be required to pay a fee of 500.00 towards the cost of the review. After the initial
application the Performance Assessment will apply to ongoing review of the auditors profile and performance
the Lead auditor is required to keep their audit log up to date and to provide Sustainable Certification with any
additional documentation relevant to training completed.

WHY DO AUDITORS HAVE TO PAY FOR PEER REVIEW (WITNESSED) AUDIT PROCESSES?
Any process costs money and Peer Review Audits are no different. We consider if you are serious about working
with the best interests of the certification industry at heart, and when you are receiving good payments for the
services you provide, then you wont really mind paying to have someone assess you as being currently
competent. You never know you may want to become a Peer Review Auditor yourself.
It is also a requirement of our Accreditation Body that we are able to prove current competence of our auditors.
The cost of peer review will be recovered from the Auditor at AUD $600 per day (or as appropriate) payable on
release of the peer review report. The auditor is free to undertake the peer review audit as part of an audit team on
an actual client, and be paid by the Sustainable Certification Representative.

WHAT ABOUT PRIVACY AND CONFIDENTIALITY?

We have a Privacy Policy in place (viewable from our website (www.sustainablecertification.com.au ) which we
commit to complying with. This Privacy Policy applies to you. It protects the right to Privacy in accordance with the
National Privacy Principles of all people / organisations with whom we have dealings.
You are required to sign a Sustainable Certification Secrecy and Non Disclosure agreement. You must respect
the rights of all people / organisations we deal with. You must not disclose any confidential information about the
organization without first seeking and gaining Sustainable Certification permission.
You agree to keep confidential, all documents and intellectual property received from us or used by you in
connection with your acting as a Sustainable Certification auditor (despite the fact no employer / the National
Privacy Principles employee relationship exists between you and Sustainable Certification with the exception of
publicly available information). So, Audit Reports, Proposals, Software operation, software code and the like, are
confidential.
You will also be required to declare any Conflict of Interest situation to your Lead Auditor, or if you are the Lead
Auditor, on the Sustainable Certification database on a client-by-client basis for each and every audit you
perform. If you think there may be a perception of Conflict of Interest by any person or organisation, you must
declare this possibility to the lead Auditor, and through the Lead Auditor or directly to the Certification manager for
adjudication.
You agree it is in our mutual best interest to retain Accreditation and agree to us maintaining data for this purposes,
and in accordance with the Privacy Act.

CONFLICT OF INTEREST:
As the Lead Auditor/Auditor/TE/ATSU you are responsible for the audit team composition and its actions. By
agreeing to this Terms & Conditions you ascertain that none of the audit team nor their Organisations have
provided Consultancy nor Internal Audit services in the last two years to any of the clients you agree to be part of
the audit team for Certification services.
You ascertain that the audit team is competent regarding legislation and regulation applicable to this client and they
have a current knowledge of relevant assessment methods and assessment documents. You have appropriate
technical knowledge through experience or by briefing, or by specific training, or by having TE's in attendance. You
have a sufficient degree of understanding to make a reliable assessment of the Applicant / Certified Organisation
you are assigned to.
You declare no member of the audit team for which you are responsible for has ANY Conflict of Interest with the
assigned clients. If you are assigned to a client you have had dealings with as mentioned above you will notify your
Sustainable Certification Representative and the Certification Manager immediately to arrange an alternative
auditor.

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

confidential information related to Sustainable Certification .

You are liable for all fees resulting from use of Sustainable Certification which is accessed through your
identification or log-in information, whether authorised by you or not. Disclosure or loss of identification or log-in
information that results in the incurring of fees or misuse of Sustainable Certification is your responsibility and
any such occurrences should be immediately communicated to Sustainable Certification .
You are responsible for all statements made and acts or omissions that occur while your identification is being
used. You may not use www.sustainablecertificaiton.com.au for any unlawful purpose. Sustainable Certification
may refuse to grant you a user code that impersonates someone else, is protected by trademark or other
proprietary right law, or is vulgar or otherwise offensive, as determined by Sustainable Certification .
Sustainable Certification will erase your identification or log-in information and provide a means for you to retain
your company records after receiving a written request to do so from you.

USE OF WWW.SUSTAINABLECERTIFICATION.COM.AU
You acknowledge that www.sustainablecertification.com.au does not and cannot in any way supervise, edit or
control the content and form of any information or data stored on Sustainable Certification shall not be held
responsible in any way for any content or information accessed from or via www.sustainablecertification.com.au
You are responsible for all statements made and acts or omissions that occur while your identification is being
used. You may not use www.sustainablecertificaiton.com.au for any unlawful purpose. Sustainable Certification
may refuse to grant you a user code that impersonates someone else, is protected by trademark or other
proprietary right law, or is vulgar or otherwise offensive, as determined by Sustainable Certification .
You will not act on or through Sustainable Certification site so as to interfere with or disrupt Internet users,
service providers, their computers, software or hardware. Such actions include, but are not limited to, the
circulation of any unsolicited publicity or advertising material, propagation of computer worms and viruses,
usingwww.sustainablecertificaiton.com.au site to make an unauthorised access of any other computer accessible
via www.sustainablecertification.com.au site, sending harassing, obscene, indecent, offensive or threatening
electronic mail, forgery (or attempted forgery) of electronic mail messages and the placement, transmission or
storage of any defamatory material on the Internet.
You will not access, nor permit any other party to access, www.sustainablecertification.com.au for any purpose or
activity of an illegal, fraudulent or defamatory nature.
You will not reproduce, distribute, transmit, publish, copy, transfer or commercially exploit any information accessed
through or received from the Service that would be an infringement of any copyright, patent, trade mark, design or
other intellectual property right.

THE ISSUE RESOLUTION PROCESS

Sustainable Certification has in place an Issue Resolution process to fit the needs of the Trade Practices Act, our
Accreditation body(ies) and our own purposes. You are required to commit to using this process for resolution of
any issue you or others may have. This process is viewable through our
website www.sustainablecertification.com.au
We would appreciate any complaint or dispute being referred through your Sustainable Certification Representative
or Lead Auditor, however if those particular people appear to be part of the problem, you may contact our

Certification Manager via email to co@sustainablecertification.com.au

OTHER DOCUMENTED PROCESSES

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

AS AN AUDITOR, WHAT CERTIFICATION MARKS, AND LINKS CAN I USE, AND HOW CAN I
USE THEM?
The Certification marks, logos and websites of Sustainable Certification belong to us you can't register, attempt
to register or use any part of any one of them, without permission from us.
We give you permission to use the trademark (the Sustainable Certification logo) only as part of approved
printing processes and templates and only with appropriate wording identifying you as a separate legal entity to us.
You cannot represent yourself as an employee or contractor or agent of Sustainable Certification .
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 dont endorse or recommend organisations, or their products / services and wouldnt
want you to infer we did).
If your site offers consulting services, the use of such a link is not permitted. The reason for this is the current
requirements of ISO/IEC 17021 clause 5.2.9.
Our internet site is ours, and you can only link to it, you cant 'frame' (your computer people will tell you what that
means) any part of our site, and you cant use any part of our logo as a link (except to our site).
The right to use our trademark(s) is conditional on your remaining associated with us as an Auditor. If you stop
being an 'approved' auditor with us, you must immediately stop using our trademark(s) and links (we wouldn't want
other people to get the impression you are still associated with us, if you weren't).

CAN WE USE A WEBSITE LINK TO Sustainable Certification ?

Yes you can put a link on your website to ours just refer to the section 'What Certification Marks, and Links can
we use, and how can we use them?' first.

WHAT HAPPENS IF WE MISUSE THE TRADEMARK(S)?

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

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

CAN MY AUDITOR APPROVAL BE CANCELLED, SUSPENDED OR WITHDRAWN?

Yes. You can cancel your arrangement with us, or we can cancel your 'approval' status (with good reason, and only
after we give you notice and a reasonable time to respond to the notice). At all times our Issue Resolution process
is open to you, if you feel you need it.
You agree and prove if necessary that you maintain current knowledge of legislative, regulatory and technological
developments in the programs you are 'approved' for.
If you fail to maintain current knowledge of legislative, regulatory and technological developments in the programs
you are 'approved' for, you can have your auditor status revoked.

SECRECY AND NON DISCLOSURE:

I hereby agree and undertake to comply with the requirements of the Privacy Act and with Sustainable
Certification Policies, Procedures and Systems, and that:

I will observe complete secrecy about all Sustainable Certification systems, processes, clients, potential
clients, and those of third parties that may come into my knowledge as part of my association with
Sustainable Certification and contracted personnel performing Sustainable Certification work

I will not divulge information which may tend to identify or actually identify any party except to other
persons within the Sustainable Certification system for the purposes of my work

I will not remove data, paperwork or information in any manner which may prejudice my position or the
position of the Sustainable Certification stakeholders except as required by my work

I will promptly return any such data, paperwork or information to its rightful owner / custodian within
Sustainable Certification / its stakeholders immediately I cease to be involved with Sustainable
Certification

I will take all reasonable steps to ensure others do not divulge Sustainable Certification or client
information unlawfully or wrongly

I will make known to Sustainable Certification any improvement in its systems, processes, or methods
of which I become aware, as I become aware of them, and will not use such improvements for my own
benefit

During the term of this agreement and for a period of 2 years subsequent to the termination of this
agreement, I shall not, without the prior consent of Sustainable Certification , directly, indirectly, or
through any other party solicit business from or perform services for any direct or indirect Sustainable
Certification Customer or any other prospective Sustainable Certification Customer whom the
contractor had any contact with or exposure to at any time during the term of this agreement

And I accept that:

These provisions remain with me and bind me until I am released from them by Sustainable
Certification itself, in writing or until such information, knowledge or data comes into the public domain
by other means, or until I am compelled by the Courts to divulge them

CHANGES TO THIS Terms & Conditions HOW WILL I KNOW THINGS HAVE CHANGED?
When there are changes to this Terms & Conditions, we will notify your nominated contact email address with a link
showing how you can view the changes, and 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. Your access to
Sustainable Certification systems may be immediately stopped if you fail to agree to the changed Terms &
Conditions
Unless changed and accepted, this Terms & Conditions will remain in force for a maximum of 20 years, or until you
cancel your association with us.

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

Claiming or attempting to claim expenses from the client which are not accurate accounts of expenses
related to service provision

Possession, sale, transfer or use of drugs or other illegal substances (including steroids)

Acts of public disrepute (for example, exposing yourself in a public place)

Public criticisms of the products or services that Sustainable Certification supplies, or of a another
stakeholder

A serious or intentional violation of any Act or Regulation within the jurisdiction you are working at the time
of the alleged violation

Engaging in conduct which is prejudicial to the best interests of Sustainable Certification or its

stakeholders

Breaching standards of good audit conduct in a willful or negligent manner

An Act of moral turpitude (for example Fraud, Theft, Intention to harm things or people)

Any act which may bring Sustainable Certification be fully and neatly attired at all times during an Audit
or Client meeting having regard to public conventions and morals

Sexual, physical or verbal abuse of a Client or another stakeholder

Conduct of an audit or client meeting or conversation whilst there is an impairment caused by or

attributable to any substance (legal or otherwise)

Alteration of any Certificate

Soliciting any bribe, inducement, consideration or gift (including any item for consumption during the
conduct of an audit i.e. between any Opening Meeting held for that audit and the Closing Meeting for that
audit)

If there is any indication of the above morals clause breach, then the principle of justice dictates that you will be
entitled to hear the claim against you, and have the right to be heard. This will occur within our Issue Resolution
process, under the auspices of a Certification Manager. A single breach found indicated, will result in at least a
warning, and depending upon the seriousness, may result in immediate termination. There will no doubt be some
offence taken at the inclusion of this Morals Clause in the Terms & Conditions for Auditors, however the intent is
to protect the innocent and to clearly define the boundaries of acceptable behaviour. If the boundaries of
acceptable behaviour are defined, known and crossed, then there can be no excuse for a breach.