1. APPOINTMENT OF COMPANY
   • We Certify agrees to provide the Services and the Client agrees to acquire the Services in accordance with the terms and conditions of this Agreement.

• Subject to otherwise complying with its obligations under this Agreement, We Certify shall exercise its independent discretion as to the most appropriate and effective manner of providing the Services.

2. TERMS
   • The term of this Agreement will begin on the Commencement Date and will continue until written notice is served to either party requesting termination of the agreement.

3. WE CERTIFY PTY LTD OBLIGATIONS
   • We Certify must take all reasonable commercial steps to ensure that during the term, We Certify;
4. Provides the Services:
5. Utilising We Certify’s knowledge and expertise and exercising the due care and skill that would be expected of an experienced and appropriately resourced professional person providing services the same or similar to the Services; and
6. In compliance with all applicable laws and regulations; and

• Utilising such We Certify Personnel who, in We Certify’s absolute opinion, have met the criteria set by the standards known as ISO19011, ISO17021-1 and JAS-ANZ#2 (as applicable); and

1. Notify Clients of changes to the certification standard with adequate time for the Client to implement systems to comply with the changes to the standard.

4. CLIENT’S OBLIGATIONS
   • The Client must take all reasonable commercial steps to ensure that during the Term the Client:
5. Co-operates with We Certify in the performance of the Services and provides We Certify with such assistance, facilities and timely access to any premises and information (including but not limited to records) that We Certify reasonably requires to provide the Services including but not limited to the Client’s premises, Client Personnel, data, information (including Confidential Information), systems, records, documents and other materials. This includes regularly scheduled audit activities and short notice audits required to respond to complaints and follow up non-conformances;
6. Provides Client Personnel, as reasonably required by We Certify, who are adequately qualified, experienced and have the necessary skills commensurate with their roles to work with We Certify Personnel in performing the Services;
7. Complies with all applicable laws and regulations;
8. Complies at all times with all requirements of the applicable certification standard and, where non-conformity is identified by We Certify, take action to eliminate the cause of non-conformity within the required time frame detailed in the audit report;
9. Complies at all times, and demonstrates such compliance upon request by We Certify, with all changes to, and updates of, Standards as notified to the Client by We Certify from time to time;
10. Has, at all times, a process satisfactory to We Certify (acting reasonably) by which the Client’s systems and procedures can and will be changed and/or updated as soon as practicable following receipt of each notification provided to the Client by We Certify pursuant to clause 3.1(b) or otherwise; Must allow, and not attempt to prevent or hinder, We Certify at all times during the Term to have representatives of JAS-ANZ accompany the We Certify Auditor while We Certify perform the Services, for the purposes of We Certify maintaining its own accreditation with JAS-ANZ as a conformity assessment body;
11. Shall make available when requested, the records of all communication (including complaints and corrective action) with external interested parties relevant to the management system. On receipt of complaints and non-conformance from interested parties the Client shall initiate investigation into the cause  of  the  complaint  or  non-conformance  as  per  their  management  system improvement procedures; and / or
12. Shall advise We Certify of any changes to the business or the management system that may impact the capability of the management system to continue to fulfil the requirements of the standard used for certification. Included but not limited to changes to legal entity, ownership, key management, contact details, scope of operations or major changes to management system procedures.
13. Shall advise We Certify without delay of any significant events. This includes but is not limited to fatal incidents, serious injuries, occupational disease or legal action by a regulatory authority
14. Shall fully inform We Certify, at the time of surveillance or recertification, of any OHS related findings by third parties.

• In addition to its obligations under clause 4.1, the Client acknowledges and agrees that We Certify:

1. May, in its absolute discretion, appoint any one or more qualified We Certify Personnel (including but not limited to contractors) to perform all or part of the Services from time to time as We Certify determines appropriate, and may change or re-assign such person/s in We Certify’s absolute discretion at any time with as much prior notice to the Client as reasonably practicable but without giving reasons to the Client;
2. Is dependent for the performance of the Services upon the timely and effective performance of the Client’s obligations under clause 4.1 and the making of timely decisions and approvals by the Client in connection with the Services;
3. Is not liable and has no responsibility for any delay or failure to meet We Certify’s obligations under this Agreement to the extent that such delay or failure is attributable to, or arises from, or is related to, an act or omission of the Client (whether negligent or otherwise) or a failure by the Client to perform any one or more of its obligations under clause 4.1 or any other provision of this Agreement;
4. Is, in performing the Services, dependent upon or uses data, information (including Confidential Information), systems, records, documents, materials, and other information provided to it by the Client or on behalf of the Client without any independent investigation or verification of same. We Certify is entitled to rely upon the accuracy and completeness of such information in performing the Services and providing the Deliverables. Notwithstanding any other provision of this Agreement, We Certify will not be liable or responsible for any loss or damage suffered or incurred by the Client or any other person or entity as a result of We Certify’s reliance on any inaccurate, incomplete or omitted data, material or other information provided by or on behalf of the Client;
5. Will be entitled to rely on all of the Client’s decisions, and any decision by the Client to implement any advice and/or recommendations made by We Certify is the sole responsibility of the Client; and / or
6. Will make all reasonable commercial efforts to ensure that none of We Certify Personnel assigned by We Certify to perform work relating to the Services has a conflict of interest with the Client and provision of the Services. However, in the event of a conflict of interest becoming known to We Certify’s Director, the client further acknowledges and agrees that We Certify may immediately terminate the assignment of such person in performance of the Services and may immediately replace them with any such other person (subject to clause 3.1(a)(iii)) as We Certify determines appropriate.
7. Has calculated Services fees on information provided. If this information changes, We Certify will be entitled to change the service fees accordingly.
8. May, change the nominated duration’s mid-cycle as a  result  of  changes  in  the  clients circumstances. 

5. SERVICES FEE
   • In consideration for the provision of the Services, the Client must:
6. Pay We Certify all Services Fees; and
7. Pay all Services Fees in accordance with the fee proposal and, unless otherwise prior agreed with We Certify, ensuring that all payments are in immediately available funds, by direct credit to such bank account as We Certify lawfully nominates within the 14 day payment term.

• Out of pocket expenses: The Client shall be solely responsible for all out of pocket expenses incurred by We Certify or any We Certify Personnel in providing the Services including but not limited to travel, accommodation and all other reasonable expenses and must reimburse We Certify for all such expenses at cost.

• In the event that, at any time, the Client fails to pay We Certify the Services Fees in strict accordance with clause 5.1 and the fee proposal, We Certify may (but is not obliged to do so), in We Certify’s absolute discretion, take any one or more of the following actions without liability to the Client, upon giving the Client written notice:

1. Immediately stop performing the Services in whole or in part until such time as the outstanding payment is paid in full and clear funds;
2. Cancel or suspend the certification including removal from the JAS-ANZ register of certified organisation, until such time as the outstanding payment is paid in full and clear funds;
3. Commence legal proceedings for recovery of the outstanding payment in full and clear funds; or
4. Terminate this Agreement.

• Without limiting  any  other  provision  of  this  Agreement,  We Certify may  consider  any  extenuating circumstances (but is not obliged to do so) of which the Client may notify We Certify at any time relating to the Client’s difficulty in complying with clause 5.1 and the fee proposal, and (in addition to We Certify’s rights under clause 5.3) may agree a variation to the fee proposal with the Client

• Taxes: We Certify is an independent contractor. As such, subject to applicable laws, the Client must not withhold any tax or other payments from the compensation payable to We Certify under this Agreement without prior agreement with We Certify, and We Certify must:

1. Be solely liable for the declaration, deduction and payment of all taxes on We Certify’s income derived hereunder; and
2. Be solely liable for all workers’ compensation, salary, wages, superannuation, annual leave, long service leave and other entitlements of its employees, and for the remuneration payable to its contractors, in relation to delivery of the Services.

6. GST
   • All services provided by We Certify are subject to GST. Inclusion or exclusion of GST will be clearly stated in the fee proposal and invoices issued to the client.

• All GST must be paid at the time any payment to which it relates is payable (provided a tax invoice has been issued for the supply).

7. RESTRAINT ON EMPLOYMENT OF WE CERTIFY PERSONNEL
   • At all times during the Term and for a period of 12 months after the Term, the Client must not, at any time, engage a We Certify employee or contractor to work for the client as an employee or contractor, including engaging other certification bodies that use the employee or contractor as an auditor.

8. WARRANTY
   • We Certify and the Client warrant and represent to each other that:
9. It has full authority necessary to enter into and perform all of its obligations as set forth in this Agreement; and
10. This Agreement creates obligations which are legally binding on it and are enforceable against it in accordance with the terms of this Agreement.

9. RELATIONSHIP
   • We Certify is an independent contractor of the Client and nothing in this Agreement constitutes a relationship of joint venture, employment, agency or partnership between the Client and We Certify.

10. CONFIDENTIALITY
    • The Client and We Certify each agree to keep confidential the following information (whether disclosed before or after this Agreement is signed) (“Confidential Information”):
11. The details of the Services;
12. The terms of this Agreement;
13. All information and materials generated by a party for the purposes of negotiating and/or entering into this Agreement;
14. All information and materials generated by We Certify for the purposes of We Certify providing the Services;
15. All confidential information relating to the Business disclosed by We Certify or on behalf of We Certify to the Client;
16. All confidential information relating to the Client disclosed by the Client or on behalf of the Client to We Certify;
17. All other confidential information of a party disclosed to the other party by any person or on behalf of a party or of which the other party becomes aware as a result of the parties entering into this Agreement and/or We Certify providing the Services (whether in tangible form or intangible and whether or not stored, compiled or memorialised physically, electronically, graphically, in writing or by any means now known or later invented) including but not limited to all documents, software, reports, financial or other data, records, forms, tools, products, services, methodologies, designs,  plans,  present  and  future  research,  technical  knowledge, client details, supplier details, employee information, contractor information, marketing and sales information, financial information, trade secrets and other materials;
18. All notes and reports prepared by a party incorporating or based on the information or materials referred to in any of paragraphs (a) – (g) above; and / or
19. All copies of the information, materials, notes and reports referred to in any of paragraphs (a) – (h) above.

• We Certify must use the Confidential Information of the Client solely for the purposes of providing the Services and

1. The extent necessary to disclose to such of We Certify Personnel who have a need to know in order for We Certify to provide the Services or carry out any of its obligations under this Agreement, and who have been directed to keep the Confidential Information confidential; and may disclose the Confidential Information only to:
2. The extent necessary to disclose to JAS-ANZ in order for We Certify to deliver the Deliverables, for the Client to obtain the certification specified as a Deliverable and for JAS-ANZ to publish on its public register the details of the certification.

• The obligations of confidentiality under this Agreement do not extend to information that (whether before or after this Agreement is signed):

1. Is rightfully known to or in the possession or control of the receiving party and not subject to an obligation of confidentiality on the receiving party;
2. Is public knowledge (other than as a result of a breach of this Agreement);
3. Is required by law to be disclosed, provided that as much prior notice of the disclosure is given to the non-disclosing party as is reasonably practicable;
4. Is reasonably required by We Certify to be disclosed to or included in any documentation provided to JAS-ANZ in the course of We Certify providing the Services;
5. Is independently developed by the disclosing party without benefit of the non-disclosing party’s Confidential Information; or
6. The parties otherwise agree may be disclosed (which agreement shall not be unreasonably withheld or delayed).

11. INTELLECTUAL PROPERTY RIGHTS
    • We Certify will own all material created by We Certify or any Company Personnel in performing Services under this Agreement, including but not limited to each report provided to the Client. To facilitate this, the Client:
12. Assigns, and must ensure that the Client Personnel assign, to We Certify all existing and future Intellectual Property Rights in all such material (whether that material is created alone or jointly with the Client or any Client Personnel); and
13. Acknowledges that by virtue of this clause 11.1 all such existing Intellectual Property Rights vest in We Certify on the day this Agreement is signed and on their creation all such future Intellectual Property Rights will vest in We Certify

• The Client acknowledges and agrees that We Certify provides certification, audit, training and other services the same or similar to the Services to other clients and that nothing in this Agreement may be deemed or construed to prevent or limit We Certify in any way from carrying on such business.

• The client agrees to comply with the requirements governing the use of We Certify and JAS -ANZ marks and logos as detailed in the ‘use of certificates and logos’ policy. The client also agrees to discontinue use of We Certify and JAS-ANZ marks and logos following cancellation, suspension or withdrawal of certification.

12. LIABILITY AND INDEMNITIES
    • To the extent permitted by law, We Certify will not be liable to the Client for any direct or indirect loss, damage or costs or claims sustained as a result of the client not achieving certification within a given time or where certification has been suspended or cancelled due to the client failing to rectify non conformances within the required time frame. This includes missed tender opportunities, loss of contracts, removal from tender panels and any other cancellation of an agreement requiring certification.

13. INSURANCE
    • Each party:
14. Must effect and maintain statutory workers’ compensation insurance to cover any claim by any employee of the party;
15. Irrevocably waives all rights it may (but for this clause) have had from time to time against the other party in relation to or in connection with any claim by any employee of the party.

• We Certify will take out and maintain the following valid and enforceable insurance policies:

1. Public liability insurance policy for the amount of at least $10,000,000 (ten million); and
2. Professional indemnity insurance for the amount of at least $1,000,000 (one million).

14. TERMINATION
    • We Certify may terminate this Agreement at any time without prior notice where the Client fails to pay any amount payable by it to We Certify when due and payable and has not paid such amount within ten (10) Business Days of written demand by We Certify for payment. This clause 14.1 survives any termination, cessation or expiry of this Agreement for any reason.

• Either party may terminate this Agreement with immediate effect by giving written notice to the other party if:

1. The other party materially breaches the confidentiality or intellectual property provisions of this Agreement as the context requires;
2. The other party materially breaches any other provision of this Agreement and fails to remedy the breach within 14 days after receiving written notice requiring it to do so; or
3. The other party suffers an Insolvency Event.

• Upon termination, expiry or cessation for any reason of this Agreement, all Service Fees and out of pocket expenses accrued for Services performed up to  and including the date of such termination, expiry or cessation become immediately due and payable. This clause 14.3 survives any termination, cessation or expiry of this Agreement for any reason.

• Upon termination, expiry or cessation for any reason of this Agreement, the Client acknowledges and agrees that:

1. The Client has no current certification by We Certify and is no longer certified by We Certify and has no current registration as a certified organisation with JAS-ANZ;
2. We Certify must immediately inform JAS-ANZ that the Client is no longer certified by We Certify and must be removed immediately from the register of registered certified organisations maintained by JAS-ANZ with respect to all registrations and certifications notified to JAS-ANZ by We Certify with respect to the Client; and
3. Notwithstanding any other provision of this Agreement, We Certify must (and is hereby authorised by the Client to do so), with respect to such number of years as required by JAS-ANZ from time to time, retain all records, documents, materials and other evidence as We Certify determines appropriate to demonstrate the Client’s compliance with the Standards during the Term of this Agreement.

• Upon termination, expiry or cessation for any reason of this Agreement, the Client must immediately cease and desist from all use and/or display in any manner whatsoever of all logos, marks, signs, brochures, marketing materials and other materials (whether in tangible or intangible form or electronic or otherwise) indicating or suggesting that the Client is certified by We Certify and/or registered as a certified organisation by JAS-ANZ. This clause 14.5 is an essential term of this Agreement.

• Any termination of this Agreement shall be without prejudice to any claim or accrued rights or remedies which either party may have from any cause arising prior to its termination.

15. NATURE OF RELATIONSHIP
    • We Certify is and will remain an independent contractor. No employment, agency, partnership or joint venture relationship between the parties, either express or implied, shall be created or may be construed by this Agreement.

16. DISPUTE RESOLUTION
    • A party must not start Court proceedings (other than for non-payment of any amounts due and payable under this Agreement) in respect of a dispute unless it has complied with this clause 16.

• A party claiming that a dispute has arisen must notify the other party to the dispute giving details of the dispute.

• Within 15 Business Days after a notice is given under clause 16.2, the parties to the dispute must meet and use their best endeavours to resolve the dispute. If the dispute is not resolved within that timeframe, either party may refer the matter to the Australian Commercial Disputes Centre for the appointment of a mediator.

• Any information and documents prepared or disclosed for mediation must be kept confidential and may not be disclosed or used except to attempt to settle the dispute.

• Each party must bear its own costs of resolving the dispute under this clause 16 and, unless determined otherwise, must bear equally the cost of the mediator.

GOVERNING LAW

• This Agreement is governed by the laws applicable in the State of New South Wales and the parties submit to the jurisdiction of the courts of that State and to any court that hears appeals from the courts of that State.

ENTIRE AGREEMENT

• This Agreement plus the fee proposal constitutes the entire agreement and understanding (express and implied) between the parties relating to the subject matter and supersedes and cancels all prior written or oral representations, agreements and understandings between the parties in connection with the Services

17. SEVERABILITY
    • The whole or any part of any clause of the Agreement that is illegal or unenforceable will be served and will not affect the continued operation of the remaining provisions of this Agreement.

18. COSTS
    • Each party shall bear its own costs of and incidental to the negotiation and execution of this Agreement.

ITEM 8: ANNUAL SERVICES FEE AND EXPENSES

As stated in the most current documented fee proposal.