Certification Guidelines
1. SERVICES
1.1. All audit durations are based on information supplied by the Client and documented in the
audit proposal. Audit durations are calculated using the following IAF Mandatory documents:
I. IAF MD5:2015
II. IAF MD11:2013
III. IAF MD1: 2018
IV. JAS-ANZ Procedure 2 Part 1
1.2. The duration stated for audits is inclusive of all processes including document review,
planning and report writing.
1.3. Details of the calculation used to determine audit duration will be provided upon request by
the client.
1.4. The following are excluded from this duration calculation
– Review of the corrective actions for closing out non-conformance from an audit is not
included in the fees associated with this agreement. The time required for closing out and
non-conformances will be discussed in the closing meeting and documented in the audit
report. This may include follow up audits or off-site review.
– Travel time applies when travelling outside of the metro are of a city with a Compass Office
(Brisbane, Sydney, Melbourne, Adelaide, Perth and Mackay).
1.5. Compass will perform the Services with the due care, skill and technical expertise,
knowledge and experience expected of a consultant qualified to act in the capacity to which
Compass is engaged under this Agreement. Compass will use its own intellectual property.
2. AVAILABILITY / COOPERATION OF THE CLIENT
2.1. In order for Compass to complete its Services effectively, Compass requires close
cooperation with the Client and the Client’s personnel. Specifically, the Client:
i. must be available. This may be in various forms including phone calls, meetings, emails
and for site visits.
ii. must supply information. The Client agrees to provide the necessary information to
enable Compass to complete the services.
iii. must not obstruct the performance of Compass’ consultants/auditors in meeting the
requirements of the Services.
iv. and the Client’s personnel, will co-operate with Compass and not delay the Services
unnecessarily or without notice.
v. will allow access to an accreditation body’s team, upon request, to witness how
Compass performs the Services.
2.2. Unless otherwise agreed, Compass may rely on treat information and directions provided by
the client as accurate and correct.
3. PROJECT OUTPUTS & LIMITATIONS
3.1. The deliverables will be a certification report and a recommendation by the auditor on
whether certification should be maintained or granted. A certificate will be issued once all
non-conformances are rectified by the Client and accepted by Compass.
3.2. Any information provided by Compass is based on the best efforts, experience and
knowledge of Compass’ consultants/auditors.
3.3. The deliverables and advice provided by Compass is not a legal opinion. Compass will not
provide a legal opinion or anything that should be considered as a legal opinion.
4. USE OF CERTIFICATION MARKS & ACCREDITATION SYMBOLS
4.1. Certification marks must only be used in a way that accurately reflects the scope of
certification e.g. Sites and locations and management systems.
4.2. The Client must not use Compass’ certification mark or an accreditation symbol in a way that
could be misinterpreted as endorsing a product (i.e. inferring product certification), this
includes laboratory tests, calibration or inspection reports, as well as packaging, labels.
Product packaging is considered as that which can be removed without the product
disintegrating or being damaged. Accompanying information is considered as separately
available or easily detachable. Type labels or identification plates are considered as part of
the product. The statement shall in no way imply that the product, process or service is
certified by this means.
4.3. Accreditation symbols shall also not be used in the absence of Compass’ logo (stating the
system to which certification is granted) and the Client’s, or in any other misleading or
ambiguous way.
5. CERTIFICATION STATUS
5.1. The Client agrees not to make any misleading or ambiguous statements with regard to its
certification status nor imply the Client’s management system certification endorses or
certifies a product or service through any medium such as communications, advertising or
marketing.
5.2. The Client agrees to amend or withdraw advertising or marketing material as required if the
Client’s certification scope is reduced or the Client’s certificate is withdrawn or suspended.
5.3. The Client agrees not to use its certification in such a manner that would bring Compass
and/or the certification system into disrepute and lose public trust.
6. CERTIFICATION REQUIREMENTS
6.1. The Client agrees to comply with certification requirements, including changes to
certification requirements, and to allow Compass access to verify the Client’s compliance.
Compass agrees to give no less than 90 days’ notice of changes to Compass’ requirements
for certification that affect the Client.
7. PAYMENT TO COMPASS FOR THE SERVICES
7.1. The Client shall pay Compass the fee in the certification fee section (page 3) of this
agreement plus any reimbursable expenses within 14 days from the date of Compass’
invoice.
7.2. Additional fees are charged at the hourly rate stated in this agreement (or $210 ex GST if not
specifically stated) for additional audit time e.g. closing out of non-conformances, special
audits as required by significant events (section 15 of this proposal).
7.3. Fees are variable and exclusive of travel and accommodation costs and expenses unless
otherwise quoted. Travel time is billed at $135 per hour ex GST. Travel expenses incurred
are invoiced at cost plus 12.5%.
7.4. Unless otherwise agreed in this proposal, only 1 certificate is provided. Any additional
Certificates are available on request and shall incur an additional cost of $205 ex GST each.
7.5. In addition to the Fee and, if applicable, the Reimbursable Expenses, the Client shall pay any
Goods and Services Tax that may be payable in respect of the provision of the Services.
7.6. Where Compass considers that an external consultant or contractor is required to enable
Compass to provide the Services, then Compass may engage such a consultant or contractor
on terms determined by Compass.
7.7. Compass is entitled to charge the Client interest at the rate as prescribed by each State’s
legislation and regulations where the Services are performed on any overdue payments from
the due date for payment up to and including the date of payment.
7.8. The Client shall pay all costs and expenses (including, without limitation, legal costs)
incurred by Compass in pursuing any overdue payments.
7.9. If the performance of the Services is delayed by an act, omission or default of the Client or its
employees, agents, consultants or contractors, then the Client shall pay Compass for the
costs and expenses incurred by Compass as a direct result of the delay.
7.10. If the Client varies the scope, character, quality, sequence or timing of the Services, then the
parties must negotiate an appropriate variation to the Fee.
7.11. If after the date of the Agreement there is any change to the laws, by-laws, regulations or
ordinances of the Commonwealth of Australia or a State or Territory of Australia (or any
country or territory where the Project is located or Services are to be performed) or any
Statutory Authority, and that change directly or indirectly increases or decreases the Fees or
Reimbursable Expenses, then Compass may vary the Fee and Reimbursable Expenses
accordingly.
7.12. Compass may give notice within 30 business days of the Agreement anniversary, stating that
it believes an adjustment is required to the Fee in line with any increase in the Consumer
Price Index Brisbane (All Groups) since the Agreement was entered into or any previous price
increases.
If the Client does not agree with the increase then the Agreement may be terminated by the
Client. Any Fees outstanding for Services performed up to the termination will remain due
and payable.
8. CONFIDENTIALITY
8.1. All information accessed during a project will remain confidential and only be disclosed to
authorised parties with the Client’s approval or as required by law.
8.2. All project outputs will remain confidential and only be disclosed to authorised parties with
the Client’s approval, except where accreditation obligations require information to be shared
with JAS-ANZ, or where such information is made publicly available or as required by law.
8.3. The Client must keep Compass’ documentation and material confidential including with
respect to pricing, project methodology and other trade secrets.
9. AVAILABILITY OF RESOURCES/CONSULTANTS
9.1. All resources are subject to availability and are selected to meet the Client’s requirements
and those of Compass. If the Client has specific needs, the Client’s preferences should be
expressed to Compass as soon as possible. Any changes to an agreed scope of work may
result in a change to the resources which need to be deployed.
10. INTELLECTUAL PROPERTY
10.1. All tools, systems, information, methodology, materials and other resources used in the
performance of the Services shall remain the property of Compass and cannot be used by
any party other than the Client subject to clause 10.2. Intellectual property cannot be resold,
traded, transferred or passed on by the Client to any other party without Compass’ written
permission.
10.2. Subject to full and final payment of the Fee to Compass pursuant to this Agreement,
Compass grants to the Client a non-transferable, non-exclusive, royalty free licence to use
and exercise Compass’ intellectual property rights in the deliverables for any purpose in
connection with the Services.
11. PROJECT COORDINATION
11.1. Compass will arrange all the logistics and administrative matters arising from the Services
unless otherwise agreed.
12. POSTPONEMENT OR CANCELLATION OF AUDIT
12.1. All postponements must be agreed by both parties. For any postponement occurring within
ten (10) working days of a scheduled project initiation date, the Client will incur a cost of up
to 60% of the total project cost. Non-refundable or transferable travel and accommodation
costs will be payable in full by the Client.
13. TERMINIATION OF AGREEMENT
13.1. Written notice is required for either party to terminate this Agreement. In addition, should the
termination occur within ten (10) working days of scheduled audit, the provisions of clause
12.1 will apply.
13.2. Termination shall be without prejudice to any claim that either party may have against the
other in respect of any breach of the terms of the Agreement which occurred prior to the date
of termination.
13.3. In addition to the requirements in clause 12.1, if the Agreement is terminated for any reason
other than a breach of the Agreement by Compass, then the Client shall pay Compass for the
Services carried out prior to the date of termination and all other reasonable costs and
expenses incurred by Compass as a result of the termination (including, without limitation,
cancellation charges of external consultants).
14. CLIENT SITES & OFFICES
14.1. Compass will maintain a record of the Client’s certified sites and offices. The Client must
inform Compass of any closures that are within the scope of the Client’s certification as soon
as is practicable.
Failure to do so is considered a misuse of certification and may result in suspension or
withdrawal of the Client’s certification.
14.2. The Agreement extends to all sites and subsidiaries included within the scope of the Client’s
certification and all sites and subsidiaries that apply for certification.
15. SIGNIFICANT EVENTS
15.1. The Client must inform Compass without delay of any significant events. This includes but is
not limited to changes to legal, commercial or ownership status of the Client’s business,
change of address for any site, change of scope of operations under the certified system,
major changes to the management system or to managerial roles.
For safety certification this extends to fatal incidents, serious injuries, occupational disease
or legal action by a regulatory authority. In addition to this the Client must inform Compass of
any OHS related findings by third parties before the Client’s next audit.
15.2. Compass may conduct an additional audit at the Client’s expense or take any other action it
deems necessary in such a case including suspension or cancellation of a certificate.
16. SUSPENSION OR WITHDRAWAL
16.1. Compass holds the certification process in the highest regard. The Client’s certification shall
be suspended when:
i. the Client's certified management system has persistently or seriously failed to meet
certification requirements;
ii. the Client does not allow surveillance or recertification audits to be conducted at the
required frequencies;
iii. the Client commits a serious breach of these Terms of Engagement that is not remedied
in a timely manner; or
iv. the Client has voluntarily requested a suspension.
16.2. Failure to correct the cause of suspension within 6 months shall result in Compass
withdrawing or reducing the scope of the Client's certification or taking any further action it
deems necessary.
16.3. Compass shall not be liable to the client for any claim whatsoever in relation to any
suspension, withdrawal or reduction of the Client's certification or any other further action
taken by Compass pursuant to this clause.
17. PERIOD OF VALIDITY
17.1. The period of validity on any certificates provided by Compass to the Client will be
extinguished if the certification is withdrawn for any reason by Compass.
18. INSURANCE
18.1. Compass maintains both Professional Indemnity Insurance (limit of cover $5,000,000.00)
and Public Liability Insurance (limit of cover $20,000,000.00). Certificates of currency for
these policies can be provided on request by the Client.
19. LIABILITY
19.1. Despite any other clause in this Agreement, the aggregate liability of Compass to the Client
arising out of or in connection with Compass’ performance of this Agreement whether under
the law of contract, tort (including negligence), statute or otherwise, shall be limited to the
Fee.
19.2. Neither party shall be liable to the other party in any circumstances for any indirect,
economic, special or consequential loss or damage including but not limited to loss of
revenue, loss of production or loss of profit.
19.3. If Compass is not able to limit its liability to the Fee payable, Compass’ liability will be limited
to re-supply of the Services.
19.4. The Client will release Compass, Compass’ employees, agents, sub-consultants and
servants, from all liability one year after the performance of the Services by Compass.
19.5. The Client will indemnify Compass from any claim by or liability to a third party associated
with the delivery of the Services, including the costs of defending or settling such a claim.
19.6. Compass’ total liability to the Client will be reduced proportionally to the extent that any act
or omission of the Client caused or contributed to any loss, damage, personal injury
(including death), cost or expense.
20. ALL SITES
20.1. All sites to be included in this Agreement are listed below (note this may be completed by adding an additional sheet or an appendix):
Site Name and Address:
21. ANTI-CORRUPTION OBLIGATIONS AND MODERN SLAVERY
21.1. Compass operates under a global anti-bribery and anti-corruption policy to prevent corruption
and maintain integrity. The Client and Client Representative represent and warrant that they
shall comply with all applicable anti-corruption law with respect to all matters arising from or
related to this Agreement and that neither the Client nor its representatives have taken any
action that would violate applicable anti-corruption law or cause it to be subjected to
penalties under such anti-corruption law.
21.2. The Client warrants that it has not engaged in any circumstances of Modern Slavery, not
convicted of any offence relating to Modern Slavery and is not the subject of any
investigation or proceedings regarding any offence or alleged offence of or in connection
with Modern Slavery.
22. ACCEPTANCE
22.1. The Client has read and accepted these terms and conditions.
22.2. Items 5 and 6 of the Agreement Particulars have been fully completed by the Client and the
Client warrants the information provided is accurate.
22.3. Any legal costs incurred by you by virtue of you accepting this proposal for certification
activities will be for your account.
23. DISPUTE RESOLUTION
23.1. If a dispute arises out of or in connection with the Agreement, then either party may by notice
in writing served on the other party require that such dispute be resolved in accordance with
clause 22.2.
23.2. Within 14 days after service of a notice under clause 22.1, senior representatives of each
party must meet and use their best endeavours to resolve the dispute or agree on a process
for resolving the dispute.
If the dispute is not resolved or a process for resolving the dispute is not agreed to within 28
days of service of the notice referred to in clause 22.1, then the dispute may be resolved
through litigation.
24. GENERAL MATTERS
24.1. Unless the context otherwise requires:
i. "Agreement" means the entire agreement between the Client and Compass as
evidenced by these Terms of Engagement and any documents expressly referred to
within the Terms of Engagement.
ii. "Compass" means the entity at Item 3 of the Agreement Particulars but if that item is
left blank, it means the entity that is to provide the Services to the Client.
iii. "Compass Representative" means the person at Item 4 of the Agreement Particulars or
such other person appointed by Compass from time to time.
iv. "Client" means the entity at Item 5 of the Agreement Particulars but if that item is left
blank, it means the entity that Compass is to provide the Services to.
v. "Client’s Representative" means the person at Item 6 of the Agreement Particulars or
such other person appointed by the Client from time to time.
vi. "Fee" means the amount at Item 7 of the Agreement Particulars or, if no amount is
specified, the amount calculated pursuant to the Schedule of Works.
vii. "Modern Slavery" has the meaning given in the Modern Slavery Act 2018 (Cth) and the
Modern Slavery Act 2018 (NSW). of which the Client has engaged Compass to provide
the Services.
viii. "Project" means the project at Item 1 of the Agreement Particulars but if that item is left
blank, it means the project in respect
ix. "Reimbursable Expenses" means all costs and expenses (in addition to the Fee) that are
incurred by Compass in the performance of the Services.
x. "Services" means the services at Item 11 of the Agreement Particulars, but if that item
is left blank, it means the services as described by Compass.
24.2. Compass and the Client each binds itself and its partners, successors, executors,
administrators, assigns and legal representatives to the other party to this Agreement and to
the partners, successors, executors, administrator, assigns and legal representatives of the
other party in respect to all covenants and obligations of this Agreement.
24.3. Neither Compass nor the Client shall assign or transfer any right or obligation under the
Agreement without the prior written consent of the other party. Unless specifically stated to
the contrary in any written consent to an assignment, no assignment shall release or
discharge the assignor from any obligation under the Agreement.
24.4. Nothing in clause 23.3 shall prevent Compass from employing such persons or companies,
as it may deem appropriate to assist it in the performance of the Services.
24.5. A notice purported to be served under this Agreement shall be deemed to have been properly
served if the same is in writing and is sent to the usual business address of the recipient by
mail, facsimile, email or personal delivery for which a receipt is obtained.
24.6. Where any ambiguity, inconsistency or discrepancy exists between this Agreement and any
other document forming part of the Agreement, these Terms of Engagement shall take
precedence.
24.7. Unless expressly agreed in writing, the terms and conditions contained in any subsequent
work/purchase orders from the Client shall not form part of the Agreement.
24.8. The Agreement shall be governed by the law of the State in which the majority of the Services
are provided, or the law of Queensland if the majority of the Services are performed outside
Australia.
24.9. No rule of construction or contra proferentem applies to the disadvantage of a party on the
basis that the party put forward this Agreement or any part or annexure thereof.
24.10. This Agreement constitutes the entire agreement between Compass and the Client despite
any prior negotiations, agreement or dealings in conflict or in variance to this Agreement
including but not limited to any correspondence or other documentation relating to any
subject matter regarding this Agreement, the Services and the Project.
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